Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017 | |
Document And Entity Information | |
Entity Registrant Name | BLUE SPHERE CORP. |
Entity Central Index Key | 1,419,582 |
Document Type | S1 |
Trading Symbol | BLSP |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 242 | $ 416 | $ 1,888 | |
Related Parties | 1,493 | 1,408 | 1,378 | |
Other current assets | 76 | 81 | 37 | |
Total current assets | 1,811 | 1,905 | 3,303 | |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 48 | 50 | 30 | |
INVESTMENTS IN NOCONSOLIDATED AFFILIATES | 10,734 | 10,137 | 7,570 | |
INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES | 4,563 | 4,429 | 4,993 | |
Total assets | 17,156 | 16,521 | 15,896 | |
CURRENT LIABILITIES: | ||||
Current maturities of Debentures and long term loan | 3,701 | 2,988 | 549 | |
Short term loan | 1,370 | 280 | ||
Accounts payables | 847 | 557 | 124 | |
Other accounts payable | 2,085 | 2,091 | 1,083 | |
Deferred revenues from nonconsolidated affiliates | 5,888 | 5,658 | 9,052 | |
Total current liabilities | 13,891 | 11,574 | 10,808 | |
ACCRUED SEVERANCE PAY | 13 | 11 | ||
LONG TERM BANK LOAN | 125 | 112 | 127 | |
LONG TERM LOANS AND LIABILITIES | 5,049 | 5,003 | 5,543 | |
DEBENTURES | 2,360 | |||
WARRANTS LIABILITY | 1,889 | 2,045 | 544 | |
COMMITMENTS AND CONTIGENCIES (Note 10) | ||||
TOTAL LIABILITIES | 18,745 | 19,382 | ||
STOCKHOLDERS' DEFICIT: | ||||
Common shares | 2 | 2 | 1 | |
Proceeds on account of shares | 165 | |||
Treasury shares | (28) | (28) | (28) | |
Accumulated Other Comprehensive Income | 27 | 33 | ||
Additional paid-in capital | 44,662 | 44,262 | 41,068 | |
Accumulated deficit | (48,474) | (46,493) | (44,692) | |
Total Stockholders' Deficit | (3,811) | (2,224) | (3,486) | [1] |
Total liabilities and Stockholders' Deficit | $ 17,156 | $ 16,521 | $ 15,896 | |
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Consolidated Balance Sheets | ||||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common shares, shares authorized | 1,750,000,000 | 1,750,000,000 | 1,750,000,000 | |
Common shares, shares issued | 2,201,963 | 2,147,383 | 1,388,481 | |
Common shares, shares outstanding | 2,201,963 | 2,147,383 | 1,388,481 | [1] |
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2015 | ||
Condensed Consolidated Statements Of Operations | ||||||
Revenue from Services | $ 588 | |||||
OPERATING EXPENSES - | ||||||
General and administrative expenses | $ (1,194) | $ (2,082) | $ (1,106) | (7,516) | $ (5,317) | |
Other income | 102 | |||||
OPERATING LOSS | (1,194) | (1,980) | (1,106) | (6,928) | (5,317) | |
Financial Expense (Income), net | 940 | 41 | (75) | 1,728 | 2,145 | |
LOSS FROM EXTINGUISHMENT OF DEBENTURE | 615 | |||||
Loss (gain) from Change in Fair Value of Warrants Liability | (337) | 1,190 | 219 | (1,390) | ||
NET LOSS BEFORE INCOME TAXES AND EQUITY EARNINGS (LOSSES) | (2,412) | (3,211) | (1,250) | (7,266) | (7,462) | |
Income Taxes | (52) | |||||
Equity Earnings in Unconsolidated Affiliates | 367 | 5,961 | ||||
Equity Losses in Non-Consolidated Subsidiaries | 64 | (670) | (38) | (444) | ||
NET LOSS | $ (1,981) | $ (3,881) | $ (1,288) | $ (1,801) | $ (7,462) | |
Net loss per common share - basic and diluted ( in dollars per share) | $ (0.91) | $ (2.59) | $ (.95) | $ (.99) | $ (11.39) | |
Weighted average number of common shares outstanding during the period - basic and diluted (in shares) | 2,165,433 | 1,497,375 | [1] | 1,361,628 | 1,814,668 | 654,859 |
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Mar. 24, 2017 | Mar. 31, 2016 |
Condensed Consolidated Statements Of Operations | ||
Reverse stock split ratio | 0.0077 | 0.0077 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
NET LOSS | $ 1,981 | $ 3,881 | $ 1,801 |
Other comprehensive loss, net of tax: | |||
Currency translation adjustments | 6 | (4) | (33) |
TOTAL COMPREHENSIVE LOSS | $ 1,987 | $ 3,877 | $ 1,768 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock, $0.001 Par Value [Member] | Proceeds on account of shares [Member] | Treasury Shares [Member] | Accumulated other comprehensive income [Member] | Additional paid-in Capital [Member] | Accumulated deficit [Member] | Total | ||
Balance beginning at Sep. 30, 2014 | $ 1 | $ 20 | $ 36,231 | $ (35,942) | $ 310 | ||||
Balance beginning (in shares) at Sep. 30, 2014 | 385,455 | ||||||||
Increase (Decrease) in Stockholders' Deficiency [Roll Forward] | |||||||||
Share based compensation | 558 | 558 | |||||||
Issuance of common stock, net of issuance cost | 347 | 347 | |||||||
Issuance of common stock, net of issuance cost (in shares) | 71,836 | ||||||||
Issuance of common stock in respect of issuance of convertible notes | 1,525 | 1,525 | |||||||
Issuance of common stock in respect of issuance of convertible notes (in shares) | 581,019 | ||||||||
Issuance of shares for services | 1,574 | 1,574 | |||||||
Issuance of shares for services (in shares) | 254,743 | ||||||||
Issuance of convertible debentures | 482 | 482 | |||||||
Treasury shares purchases | $ (28) | (28) | |||||||
Treasury shares purchases (in shares) | (1,109) | ||||||||
Comprehensive loss | (7,462) | (7,462) | |||||||
Balance ending at Sep. 30, 2015 | $ 1 | 20 | (28) | 40,717 | (43,404) | (2,694) | |||
Balance ending (in shares) at Sep. 30, 2015 | 1,291,944 | ||||||||
Increase (Decrease) in Stockholders' Deficiency [Roll Forward] | |||||||||
Issuance of common stock, net of issuance cost | 215 | 215 | |||||||
Issuance of common stock, net of issuance cost (in shares) | 77,806 | ||||||||
Issuance of shares for services | 136 | 136 | |||||||
Issuance of shares for services (in shares) | 18,731 | ||||||||
Comprehensive loss | (1,288) | (1,288) | |||||||
Proceeds on account of shares | 145 | 145 | |||||||
Balance ending at Dec. 31, 2015 | [1] | $ 1 | 165 | (28) | 41,068 | (44,692) | $ (3,486) | ||
Balance ending (in shares) at Dec. 31, 2015 | [1] | 1,388,481 | 1,388,481 | ||||||
Increase (Decrease) in Stockholders' Deficiency [Roll Forward] | |||||||||
Issuance of common stock, net of issuance cost | [2] | (20) | 614 | $ 594 | |||||
Issuance of common stock, net of issuance cost (in shares) | 276,924 | ||||||||
Issuance of shares for services | [2] | 385 | 385 | ||||||
Issuance of shares for services (in shares) | 4,808 | ||||||||
Comprehensive loss | $ 4 | (3,881) | (3,877) | ||||||
Balance ending at Mar. 31, 2016 | $ 1 | 145 | (28) | 4 | 42,067 | (48,573) | (6,384) | ||
Balance ending (in shares) at Mar. 31, 2016 | 1,670,211 | ||||||||
Balance beginning at Dec. 31, 2015 | [1] | $ 1 | 165 | (28) | 41,068 | (44,692) | $ (3,486) | ||
Balance beginning (in shares) at Dec. 31, 2015 | [1] | 1,388,481 | 1,388,481 | ||||||
Increase (Decrease) in Stockholders' Deficiency [Roll Forward] | |||||||||
Extinguish of liability upon shares issuance | 1,527 | $ 1,527 | |||||||
Extinguish of liability upon shares issuance (in shares) | 161,051 | ||||||||
Issuance of common stock, net of issuance cost | $ 1 | (20) | 736 | 717 | |||||
Issuance of common stock, net of issuance cost (in shares) | 427,552 | ||||||||
Issuance of shares for services | 745 | 745 | |||||||
Issuance of shares for services (in shares) | 57,754 | ||||||||
Exercise of warrants | 41 | 41 | |||||||
Exercise of warrants, shares | 5,385 | ||||||||
Comprehensive loss | 33 | (1,801) | (1,768) | ||||||
Issuance of shares with respect to proceeds on account of shares | $ (145) | 145 | |||||||
Issuance of shares with respect to proceeds on account of shares (in shares) | 107,160 | ||||||||
Balance ending at Dec. 31, 2016 | $ 2 | (28) | 33 | 44,262 | (46,493) | $ (2,224) | |||
Balance ending (in shares) at Dec. 31, 2016 | 2,147,383 | 2,147,383 | |||||||
Increase (Decrease) in Stockholders' Deficiency [Roll Forward] | |||||||||
Share based compensation | 221 | $ 221 | |||||||
Share based compensation (in shares) | 19,576 | ||||||||
Extinguish of liability upon shares issuance | 47 | 47 | |||||||
Extinguish of liability upon shares issuance (in shares) | 7,404 | ||||||||
Issuance of shares for services | 132 | 132 | |||||||
Issuance of shares for services (in shares) | 27,598 | ||||||||
Comprehensive loss | (6) | (1,981) | (1,987) | ||||||
Balance ending at Mar. 31, 2017 | $ 2 | $ (28) | $ 27 | $ 44,662 | $ (48,474) | $ (3,811) | |||
Balance ending (in shares) at Mar. 31, 2017 | 2,201,961 | 2,201,963 | |||||||
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split | ||||||||
[2] | less than $1 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Profit (Net loss) for the period | $ (1,981,000) | $ (3,881,000) | $ (1,288,000) | $ (1,801,000) | $ (7,462,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||||
Share based compensation expenses | 221,000 | 1,181,000 | 558,000 | ||
Depreciation | 2,000 | 4,000 | 1,000 | 17,000 | 6,000 |
Extinguish of liability upon shares issuance | 47,000 | ||||
Capital loss from disposal of property, plant and equipment | 12,000 | ||||
Expenses in respect of Convertible notes and loans | 680,000 | 172,000 | 26,000 | 162,000 | 1,949,000 |
Loss from extinguishment of debenture | 615,000 | ||||
Equity earnings in Nonconsolidated Affiliates | (367,000) | (5,961,000) | |||
Equity losses in nonconsolidated subsidiary | (64,000) | 670,000 | 38,000 | 444,000 | |
Issuance of shares for services | 132,000 | 385,000 | 136,000 | 745,000 | 1,574,000 |
Changes in Warrants Liability | (337,000) | 1,190,000 | 219,000 | (1,338,000) | |
Amortization of projects cost | 469,000 | ||||
Expenses in respect of severance pay | 2,000 | 11,000 | |||
Impairment of Investment | (22,000) | ||||
Decrease (Increase) in related parties | (60,000) | (126,000) | (1,378,000) | (80,000) | |
Decrease (Increase) in other current assets | 5,000 | (43,000) | (16,000) | (33,000) | 244,000 |
Increase in other long term assets | (9,000) | ||||
Increase in deferred revenues from in Nonconsolidated Affiliates | 1,482,000 | ||||
Increase (decrease) in accounts payables | 288,000 | (249,000) | 66,000 | 439,000 | 46,000 |
Increase in other account payables | (36,000) | 293,000 | 71,000 | 1,383,000 | 338,000 |
Net cash used in operating activities | (853,000) | (1,594,000) | (2,125,000) | (4,819,000) | (818,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Investment in nonconsolidated subsidiary | (2,143,000) | ||||
Purchase of property and equipment | (60,000) | (60,000) | (37,000) | ||
Net cash used in investing activities | (60,000) | (2,143,000) | (60,000) | (37,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Short Term Loans | 750,000 | 50,000 | 750,000 | ||
Proceeds from issuance of debenture | 625,000 | ||||
Proceeds from issuance of debentures and warrants | 2,672,000 | ||||
Proceeds from loans | 3,183,000 | 50,000 | 859,000 | ||
Proceeds from exercise of warrants | 41,000 | ||||
Repayment of loans and convertible debentures | (68,000) | (288,000) | (5,000) | (449,000) | (1,081,000) |
Proceeds from issuance of shares and warrants | 1,752,000 | 3,001,000 | 315,000 | ||
Proceeds on account of shares | 145,000 | ||||
Net cash provided by financing activities | 682,000 | 1,514,000 | 5,995,000 | 3,393,000 | 718,000 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (171,000) | (140,000) | 1,727,000 | (1,486,000) | (137,000) |
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH BALANCES IN FOREIGN CURRENCIES | (3,000) | 5,000 | 14,000 | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 416,000 | 1,888,000 | 161,000 | 1,888,000 | 298,000 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 242,000 | 1,753,000 | 1,888,000 | 416,000 | 161,000 |
NON-CASH TRANSACTION: | |||||
Loans exercised into Common Stock | 188,000 | ||||
Increase Investment in nonconsolidated subsidiary in consideration of Long Term Loan | 4,236,000 | ||||
Increase in investments in nonconsolidated affiliates against deferred revenues | 230,000 | 411,000 | 2,618,000 | 2,133,000 | 4,952,000 |
Extinguish of debt upon shares issuance | 373,000 | ||||
Issuance expense paid through Common Stock | 225,000 | 225,000 | |||
Proceeds on account of shares exercised into Common Stock | 229,000 | ||||
Cash paid during the period for: | |||||
Interest | $ 203,000 | $ 25,000 | $ 4,000 | $ 621,000 | $ 172,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
Basis Of Presentation | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and results of operations of Blue Sphere Corporation (the “Company”). These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the U.S. Securities and Exchange Commission. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results that could be expected for the entire fiscal year. |
GENERAL
GENERAL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
GENERAL | NOTE 2 – GENERAL Blue Sphere Corporation (the “Company”), together with its wholly-owned subsidiaries, Eastern Sphere Ltd. (“Eastern”), BinoSphere LLC (“Binosphere”), Bluesphere Pavia S.r.l (“Bluesphere Pavia”, formerly called Bluesphere Italy S.r.l.), and Blue Sphere Brabant B.V. (“BSB”), is focused on project integration in the clean energy production and waste to energy markets. The Company was incorporated in the state of Nevada on July 17, 2007 and was originally in the business of developing and promoting automotive internet sites. On February 17, 2010, the Company conducted a reverse merger, name change and forward split of its common stock, and in March 2010 current management took over operations, at which point the Company changed its business focus to become a project integrator in the clean energy production and waste to energy markets. On May 12, 2015, the Company formed Bluesphere Pavia, a subsidiary of Eastern, in order to acquire certain biogas plants located in Italy (see note 5 below). On September 19, 2016, the Company formed BSB in order to commence operations in the Netherlands. On January 31, 2017, the Company dissolved Johnstonsphere LLC, which had no operations since inception. | NOTE 1 – GENERAL a. General Blue Sphere Corporation (the “Company”), together with its wholly-owned subsidiaries, Eastern Sphere Ltd. (“Eastern”), BinoSphere LLC (“Binosphere”), Bluesphere Pavia S.r.l (“Bluesphere Pavia”, formerly called Bluesphere Italy S.r.l.), Sustainable Energy Ltd. (“SEL”), and Blue Sphere Brabant B.V. (“BSB”), is focused on project integration in the clean energy production and waste to energy markets. The Company was incorporated in the state of Nevada on July 17, 2007 and was originally in the business of developing and promoting automotive internet sites. On February 17, 2010, the Company conducted a reverse merger, name change and forward split of its common stock, and in March 2010 current management took over operations, at which point the Company changed its business focus to become a project integrator in the clean energy production and waste to energy markets. On May 12, 2015, the Company formed Bluesphere Pavia, a subsidiary of Eastern, in order to acquire certain biogas plants located in Italy (see note 5 below). On September 19, 2016, the Company formed BSB in order to commence operations in the Netherlands. As of December 31, 2016, SEL had not commenced operations. On January 31, 2017, we dissolved Johnstonsphere LLC, which had no operations since inception. b. Going concern consideration The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2016, the Company had approximately $416 thousand in cash, a negative working capital of approximately $9,669 thousand, a stockholders’ deficit of approximately $2,224 thousand and an accumulated deficit of approximately $46,493 thousand. Management anticipates their business will require substantial additional investments that have not yet been secured. The Company anticipates that the existing cash will not be sufficient to continue its operations through the next 12 months. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities and general and administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. |
CONDENSED CONSOLIDATED FINANCIA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Consolidated Financial Statements | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 3 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements as of March 31, 2017 and for the three months then ended have been prepared in accordance with accounting principles generally accepted in the United States relating to the preparation of financial statements for interim periods. Accordingly, they do not include all the information and footnotes required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The March 31, 2017 Condensed Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 – SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. B. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. C. Recent Accounting Standards In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This guidance narrows the definition of a business. This standard provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, and early adoption is permitted. This guidance must be applied prospectively to transactions occurring within the period of adoption. The Company expects to adopt this guidance effective January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company expects to adopt this guidance for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. D. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES a. Functional currency The functional currency of the company is U.S dollar. The functional currency of the subsidiaries is also U.S dollar, except for Blue Sphere Pavia. Accordingly, all monetary assets, liabilities, expenses and equity earnings of the foreign subsidiary are re-measured into U.S. dollars at the exchange rates in effect at the reporting date. The foreign currency translation adjustments are included as a component in the stockholders’ Deficit in the accompanying consolidated balance sheet as a component of accumulated other Comprehensive Loss. b. Basis of Presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and includes the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. c. Cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposit (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. d. Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company recognizes transfers among Level 1, Level 2 and Level 3 classifications as of the actual date of the events or change in circumstances that caused the transfers. The Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities have carrying amounts which approximate fair value due to the short-term maturity of these instruments. e. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Assets are depreciated using the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: % Computers, electronic equipment and software 33 Vehicles 15 Office furniture and equipment 15 f. Investment in nonconsolidated affiliates Investments in companies in which the Company has the ability to exert significant influence over operating and financial policies (generally 20% to 50% ownership), but which the Company does not control, are accounted for using the equity method. Under the equity method, investments are initially recorded at cost and adjusted for dividends and undistributed earnings and losses. The Company evaluates its investments in nonconsolidated Affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value that is other than temporary, the Company compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. g. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates. On an on-going basis, management evaluates its estimates, judgments and assumptions. Those estimates and assumptions affect including investments in nonconsolidated affiliates, investments in non-consolidated subsidiaries, deferred revenue from nonconsolidated affiliates, contingencies and litigation, income taxes and determination of fair value of stock-based compensation. These estimates are based available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. h. Loss per share Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the Company’s share incentive plan and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible notes, which are included under the if-converted method when dilutive. The computation of diluted net loss per share for the years ended December 31, 2016 and September 30, 2015 and for the three months period ended December 31, 2015 does not include common share equivalents, since such inclusion would be anti-dilutive. i. Income taxes The Company account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in Company’s consolidated financial statements or in our tax returns. Estimates and judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. Management regularly assess the likelihood that deferred tax assets will be recovered from future taxable income and, to the extent that management believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through an adjustment to income tax expense. The factors used to assess the likelihood of realization of our deferred tax assets include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company account for uncertainty in income taxes recognized in the Company’s consolidated financial statements by regularly reviewing our tax positions and benefits to be realized. The Company’s recognize tax liabilities based upon management’s estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained upon examination by taxing authorities. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. j. Comprehensive loss Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting equity that under US GAAP are excluded from net income (loss). For the Company, such items consist of translation adjustments. k. Revenues from Services The Company recognizes revenues from Development Fees in accordance with ASC Topic 605-20 Revenue Recognition from Services. l. Treasury shares Treasury shares are held by the Company and presented as a reduction of the Company shareholders’ deficit and carried at their cost to the Company, under treasury shares. m. Stock-based compensation The Company recognizes the estimated fair value of share-based awards under stock-based compensation cost. The Company measures compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company measures compensation expense for the shares based on the market value of the underlying stock at the date of grant, less an estimate of dividends that will not accrue to the shares holders prior to vesting. The Company elected to recognize compensation cost for awards that have a graded vesting schedule using the straight-line approach. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The fair value of equity awards is charged to the statement of operations over the service period. The offset to the recorded cost is to additional Paid in Capital. Consideration received on the exercise of stock options is recorded as capital stock and the related share-based payments reserve is transferred to share capital. n. Contingencies The Company is involved in various commercial and other legal proceedings that arise from time to time in the ordinary course of business. Except for income tax contingencies or contingent consideration or other contingent liabilities incurred or acquired in a business combination, the Company records accruals for these types of contingencies to the extent that Company concludes their occurrence is probable and that the related liabilities are reasonably estimated. When accruing these costs, the Company will recognize an accrual in the amount within a range of loss that is the best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs are expensed as incurred. Contingent consideration and other contingent liabilities incurred or acquired in a business combination are recorded at a probability weighted assessment of their fair value and monitored on an ongoing basis for changes in that value. o. Newly issued accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, or ASU 2015-14. This amendment defers the effective date of the previously issued Accounting Standards Update ASU 2014-09, until the interim and annual reporting periods beginning after December 15, 2017. Earlier application is permitted for interim and annual reporting periods beginning after December 15, 2016. In August 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting . This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not expect this update will have a material impact on the presentation of the Company’s consolidated financial position, results of operations and cash flows. In November 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect this update will have a material impact on the presentation of the Company’s consolidated financial position, results of operations and cash flows. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENT | NOTE 5 – FAIR VALUE MEASUREMENT The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows (in thousands): Balance as of March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 312 $ — $ — $ 312 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,756 $ 2,756 Warrants liability $ — $ — $ 1,889 $ 1,889 Total liabilities $ 312 $ — $ 4,645 $ 4,957 As of December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 187 $ — $ — $ 187 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,685 $ 2,685 Warrants Liability $ — $ — $ 2,045 $ 2,045 Total liabilities $ 187 $ — $ 4,730 $ 4,917 Deferred payment due to the acquisition of the SPVs - represents the remaining balance of fifty percent (50%) of the purchase price that is due to the sellers on the third anniversary of the closing date (the “Deferred Payment”). The fair value measurement of the fair market value of the Deferred Payment is based on significant inputs not observed in the market and thus represents a Level 3 measurement, which reflects the Company’s own assumptions in measuring fair value. The Company estimated the fair value of the Deferred Payment using the discounted cash flow model. Key assumptions include the level and timing of the expected future payment and discount rate consistent with the level of risk and economy in general. The Deferred Payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. Deferred payment due to the acquisition of the SPVs Balance at December 31, 2016 $ 2,685 Changes in fair value, interest expense and translation adjustments 71 Balance at March 31, 2017 $ 2,756 Warrant Liability - the estimated fair values of outstanding warrant liability were measured using Black-Scholes valuation models. These valuation models involved using such inputs as the estimated fair value of the underlying stock at the measurement date, risk-free interest rates, expected dividends on stock and expected volatility of the price of the underlying stock. Due to the nature of these inputs, the valuation of the warrants was considered a Level 3 measurement. As of March 31, 2017, and December 31, 2016, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Liability Balance at December 31, 2016 $ 2,045 Issuance of warrants 181 Changes in fair value (337 ) Balance at March 31, 2017 $ 1,889 | NOTE 3 - FAIR VALUE MEASUREMENT The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows (in thousands): As of December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 187 $ — $ — $ 187 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,685 $ 2,685 Warrants Liability $ — $ — $ 2,045 $ 2,045 Total liabilities $ 187 $ — $ 4,730 $ 4,917 Balance as of December 31, 2015, Level 1 Level 2 Level 3 Total Liabilities: Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,910 $ 2,910 Warrants liability $ — $ — $ 544 $ 544 Total liabilities $ — $ — $ 3,454 $ 3,454 Deferred payment due to the acquisition of the SPVs - Represents the remaining balance of fifty percent (50%) of the Purchase Price that is due to the Sellers on the third anniversary of the closing date. The fair value measurement of the fair market value of the Deferred Payment is based on significant inputs not observed in the market and thus represents a Level 3 measurement, which reflects the Company’s own assumptions in measuring fair value. The Company estimated the fair value of the Deferred Payment using the discounted cash flow model. Key assumptions include the level and timing of the expected future payment and discount rate consistent with the level of risk and economy in general. The Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. Deferred payment due to the acquisition of the SPVs Balance at January 1, 2015 $ — Increase due to acquisition of the SPVs 2,910 Balance at December 31, 2015 $ 2,910 Changes in fair value, interest expense and translation adjustments (225) Balance at December 31, 2016 $ 2,685 Warrant Liability—The estimated fair values of outstanding warrant liability were measured using Black-Scholes valuation models. These valuation models involved using such inputs as the estimated fair value of the underlying stock at the measurement date, risk-free interest rates, expected dividends on stock and expected volatility of the price of the underlying stock. Due to the nature of these inputs, the valuation of the warrants was considered a Level 3 measurement. As of December 31,2016, and 2015, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Liability Balance at January 1, 2015 $ — Issuance of warrants 325 Changes in fair value 219 Balance at December 31, 2015 $ 544 Issuance of warrants 2,839 Changes in fair value 1,338 Balance at December 31, 2016 $ 2,045 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2017 | |
Going Concern | |
GOING CONCERN | NOTE 6 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2017, the Company had approximately $242 in cash and cash equivalents, approximately $12,080 in negative working capital, a stockholders’ deficit of approximately $3,811 and an accumulated deficit of approximately $48,474. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. |
INVESTMENTS IN NONCONSOLIDATED
INVESTMENTS IN NONCONSOLIDATED AFFILIATES | 12 Months Ended |
Dec. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
INVESTMENTS IN NONCONSOLIDATED AFFILIATES | NOTE 4 – INVESTMENTS IN NONCONSOLIDATED AFFILIATES Investment in nonconsolidated affiliates consists of the following: December 31, 2016 December 31, 2015 Carrying Value (In thousands) Ownership Percentage Carrying Value (In thousands) Ownership Percentage Investment in Concord Energy Partners, LLC $ 5,960 25.00 % $ 4,795 25.00 % Rhode Island Energy Partners LLC $ 4,177 22.75 % $ 2,775 22.75 % Total $ 10,137 $ 7,570 Deferred revenues from nonconsolidated affiliates consists of the following: December 31, 2016 December 31, 2015 Carrying Value (In thousands) Ownership Percentage Carrying Value (In thousands) Ownership Percentage Deferred revenues from Concord Energy Partners, LLC $ — 25.00 % $ 4,795 25.00 % Deferred revenues from Rhode Island Energy Partners LLC $ 4,177 22.75 % $ 2,776 22.75 % Deferred Revenue from Services from Rhode Island Energy Partners LLC $ 1,481 22.75 % $ 1,481 22.75 % Total $ 5,658 $ 9,052 Deferred revenues represent payment that were received by the Company in connection of those projects but were not recognized as revenue and increase in the affiliate’s membership interest accounted by the Company using the step-by-step basis in accordance with ASC 323-10-35-15. Such deferred revenues will be recorded to the Income statement upon the commencement of the commercial operations of the plant and fulfillment of all the Company’s obligation under the above agreements. North Carolina Project On January 30, 2015, the Company, Concord Energy Partners, LLC (“Concord”) and York Renewable Energy Partners LLC (“York”) entered a development and indemnification agreement (the “Concord Development and Indemnification Agreement”), pursuant to which the Company will own 25% of the membership interest of Concord and York will pay the Company $1,250 in consideration of the Company’s Project Development Services. York also agreed to pay the Company two equal installments of $587 upon the commencement of the commercial operation and mechanical completion of the North Carolina project. The Company’s right to receive distributions from Concord are subject to certain priorities in favor of York, as follows: (a) The unpaid rate of return, equal to nine percent (9%) per annum and compounded annually, of unrecovered capital contributions outstanding, will be paid to York; (b) The unpaid and unrecovered capital contributions outstanding will be paid to York; (c) The amount of any excess profits from “feedstock tipping fees” shall be distributed with twenty percent (20%) will be paid to York, and the balance to the Company; (d) The amount of any excess profits from “thermal energy” shall be distributed equally between the Company and York; and (e) Any amount remaining will be distributed pro-rata In addition, the Company’s right to receive distributions upon a liquidation event of Concord are subject to certain priorities in favor of York, as follows: (a) The unpaid rate of return, equal to nine percent (9%) per annum and compounded annually, of unrecovered capital contributions outstanding, will be paid to York; (b) The unpaid and unrecovered capital contributions outstanding will be paid to York; and (c) Any amount remaining will be distributed pro-rata On November 18, 2016, The North Carolina Project commenced commercial operations and started to provide its output to Duke Energy pursuant to the Purchase Power Agreement with Duke. The commencement of the commercial operations includes the gradual intake of waste from the Facility’s feedstock suppliers, increasing the parasitic load to the digesters, completing the waste-water-treatment resources and completing all other mechanical features needed for the Facility to operate at full capacity. The Company estimates that construction of the facility will be fully completed by March 31, 2017. Rhode Island Project On April 8, 2015, the Company, Rhode Island Energy Partners LLC (“Rhode Island”) and York entered into a development and indemnification agreement (the “Rhode Island Development and Indemnification Agreement”), pursuant to which the Company will own 22.75% of the membership interest of Rhode Island and York will pay the Company $1,482 in consideration of the Company’s Project Development Services. Pursuant to this agreement York also agreed to pay the Company three equal installments of $563 upon the signing of the Rhode Island Development and Indemnification Agreement, the commencement of the commercial operation and mechanical completion of the Rhode Island project. The company’s right to receive distributions from Rhode Island are subject to certain priorities in favor of York, as follows: (a) The amount of any excess profits from “feedstock tipping fees” shall be distributed with twenty percent (20%) going to York, and eighty percent (80%) going to us; (b) The amount of any excess profits from “thermal energy” shall be distributed equally between the Company and York; and (c) Any amount remaining will be distributed pro-rata Rhode Island project. The company’s right to receive distributions upon a liquidation event of Concord are subject to certain priorities in favor of York, as follows: (a) The unpaid guaranteed obligation return will be paid to York; (b) The unpaid rate of return, equal to nine percent (9%) per annum and compounded annually, of unrecovered capital contributions outstanding, will be paid to York; (c) The unpaid and unrecovered capital contributions outstanding will be paid to York; and (d) Any amount remaining will be distributed pro-rata Rhode Island project. On January 13, 2017, the Company and Orbit Energy, Inc., a former partner of the Company in both projects entered into an agreement to reduce certain of the Company’s past obligations in consideration of Two Hundred Thousand Dollars ($200) which will be paid in twelve monthly equal installments starting January 27, 2017. Any amount not paid when due will accrue interest at the simple annual rate of eight per cent (8%) from the date due until the date fully paid. The Company accrued the full settlement amount at December 31, 2016. The tables set forth below summarize the combined financial information related to the nonconsolidated affiliates that are accounted for under the equity method as of December 31, 2016, and December 31,2015. December 31, 2016 (Dollars in thousands) Concord Rhode Island Assets: Restricted Cash $ 500 $ 751 Property, Plant and Equipment, net of accumulated depreciation 26,169 19,230 Total assets $ 26,669 $ 19,981 Current liabilities $ 652 $ 142 Membership Interest 26,017 19,839 Total liabilities and Membership Interest $ 26,669 $ 19,981 December 31, 2015 (Dollars in thousands) Concord Rhode Island Assets: Property, Plant and Equipment, net of accumulated depreciation $ 22,878 15,901 Other assets 17 — Total assets $ 22,895 $ 15,901 Current liabilities $ 2,127 $ 2,224 Membership Interest 20,768 13,677 Total liabilities and Membership Interest $ 22,895 $ 15,901 |
INVESTMENTS IN NONCONSOLIDATE16
INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES | NOTE 5 – INVESTMENTS IN NONCONSOLIDATED SUBSIDAIRIES In 2015, The Company acquired one hundred percent (100%) of the share capital of Agricerere S.r.l., Agrielektra S.r.l., Agrisorse S.r.l. and Gefa S.r.l (each, an “SVP” and collectively, the “SVPs”) in consideration of $5,647 (€5,200) (“Purchase Price”). Each SVP owns and operates an anaerobic digestion biogas plant for the production and sale of electricity to Gestore del Servizi Energetici GSE, S.p.A., a state-owned utility company, pursuant to a power purchase agreement. The Company to paid 50% of the Purchase Price on the closing date (December 14, 2015) and the remaining balance will be paid on the third anniversary of the closing date. The remaining balance bears interest at an annual rate of two percent (2%). The Purchase Price is subject to certain adjustments and to the difference between the actual EBITDA results in the 18 months following the closing date divided by 1.5 and € 935, per the following mechanism: (i) If the actual EBITDA results in the 18 months following the closing date divided by 1.5 is greater than € 935 then the deferred payment shall be increased by the amount equal to 50% (fifty per cent) of this difference. (ii) If the actual EBITDA results in the 18 months following the closing date divided by 1.5 is lesser than € 935 then the deferred payment shall be reduced by the amount of the amount necessary to maintain Purchase Price that yields an Equity IRR of 25%, but not more than 35% of the remaining balance. The Company also agreed to reimburse the sellers the VAT amount that was claimed by the SPVs through the closing date. The reimbursed amount will not exceed € 1,160 and will be refunded to the Sellers only after the amount will be refunded to the Company by the VAT authorities in Italy. In 2015, the Company entered into an EBITDA Guarantee Agreement (“EBITDA Guarantee Agreement”) with Austep S.p.A. (“Austep”). Austep specializes in design, construction, operation and servicing of anaerobic digestion plants. Pursuant to the EBITDA Guarantee Agreement, Austep will operate, maintain and supervise the Company’s biogas plants in consideration to a monthly guaranteed EBITDA of $204 (€188) during the initial six months following the Closing Date and an annual guaranteed EBITDA of $4,083 (€3,760) then after. Pursuant to the terms of the agreements with Austep, the Company will receive the guaranteed levels of EBITDA and Austep will receive ninety percent (90%) of the revenue in excess of these levels. The Company applies the equity method because the EBITDA Guarantee Agreement whereby Austep operates, maintains and supervises each plant, prevents the Company from exercising a controlling influence over operating policies of the plants. Under this method, the equity investment is reflected as an investment in non-consolidated subsidiaries on our Balance Sheets and the net earnings or losses of the investments is reflected as equity in net earnings of nonconsolidated subsidiaries on the Company’s consolidated statements of operations. The Company’s investment in the SPV’s carrying value exceeded its proportionate share of the net assets of the SPVs by $19. This Premium was recognized as part of the carrying value in the Company’s equity investment in the SPVs. Investment in nonconsolidated subsidiaries included the following activity during the years: Year ended December 31, 2016 2015 Balance at beginning of period $ 4,993 $ — Investment in nonconsolidated subsidiaries — 5,031 Equity in losses of nonconsolidated subsidiaries (444 ) (38 ) Translation adjustment (120 ) — Balance at end of period $ 4,429 $ 4,993 The table set forth below summarize the combined financial information related to our nonconsolidated subsidiaries that are accounted for under the equity method as of December 31, 2016, and December 31, 2015. (Dollars in thousands) December 31, 2016 December 31, 2015 Assets: Current Assets $ 2,735 $ 2,753 Property, Plant and Equipment, net of accumulated depreciation 16,167 18,109 Other Non-Current Assets 7,970 6,054 Total assets $ 26,872 $ 26,916 Liabilities and Shareholder’s Deficit: Current liabilities $ 8,221 $ 4,697 Long Term Liabilities 14,282 17,286 Total liabilities 22,503 21,983 Shareholder’s Equity 4,369 4,933 Total Shareholder’s Equity 4,369 4,933 Total liabilities and Shareholder’s Equity $ 26,872 $ 26,916 |
CURRENT MATURITIES OF DEBENTURE
CURRENT MATURITIES OF DEBENTURES AND LONG TERM LOANS | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
CURRENT MATURITIES OF DEBENTURES AND LONG TERM LOANS | NOTE 6 – CURRENT MATURITIES OF DEBENTURES AND LONG TERM LOANS Current Maturities of Debentures and Long Term Loans consisted of the following: Interest rate as of December 31, 2016 December 31, 2016 December 31, 2015 Debentures 11% $ 2,658 $ — Current Maturities portion of Loan from Helios 14.5% 289 517 Current Maturities Long Term Loan from Bank 1.8-6% 41 32 Total Current Maturities of Debentures and Long Term Loans $ 2,988 $ 549 |
SHORT TERM LOAN
SHORT TERM LOAN | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOAN | NOTE 7 – SHORT TERM LOAN On October 25, 2016, the Company completed a private placement of its securities (the “October Financing”) to an accredited investor. Pursuant to the October Financing, the Company agreed to issue to the Investor shares of the Company’s common stock, notes and warrants, in exchange for up to $1,000 in accordance with the following payment schedule: $500 paid at closing, $250 in guaranteed financing upon the achievement of certain milestones, and up to an additional $250 in financing upon the mutual agreement of the Investor and the Company. The balance as of December 31, 2016, represents a six (6) month promissory note in the amount of $750, accrued interest in the amount of $39 less the unamortized amount of fair value of the issued warrants using the Black-Scholes in the amount of $322 and a balance of $188 that represents the Company’s obligation to issue shares of Common Stock equal to twenty-five percent (25%) of the Note Principal to the Investor. Per the SPA the Company may exercise its right to repay the Note at any time on or before its maturity date. The Note is convertible into shares of the Common Stock only upon default event as set forth in the agreement of repayment at a price per share equal to the lesser of (i) USD $0.075, or (ii) a sixty percent (60%) discount to the lowest trade price in the twenty five (25) trading days prior to the conversion. |
ACCRUED SEVERANCE PAY
ACCRUED SEVERANCE PAY | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
ACCRUED SEVERANCE PAY | NOTE 8 – ACCRUED SEVERANCE PAY The Israeli labor laws generally require severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances. The following principal plans relate to the Company’s employees in Israel: Severance pay liability with respect to Israeli employees’ is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. The Company records an expense for the increase in its severance liability, net of earnings (losses) from the related severance pay fund. The liability is presented on the undiscounted basis as a long-term liability. Severance pay expenses were $24 thousand and $2 thousand for the years ended December 31, 2016 and September 30, 2015, respectively. Severance pay expenses were $1 thousand for the three months’ period ended December 31, 2015, respectively. The Company’s liability for its Israeli employees is covered for by monthly deposits with severance pay funds. The value of the deposited funds is based on the cash surrender value of these policies and includes profits (or loss) accumulated through the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to Israeli Severance Pay Law or labor agreements. |
LONG TERM LOANS AND LIABILITIES
LONG TERM LOANS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG TERM LOANS AND LIABILITIES | NOTE 9 – LONG TERM LOANS AND LIABILITIES Long-term loans and liabilities consisted of the following: Interest rate as of December 31, 2016 December 31, 2016 December 31, 2015 Deferred payment due to the acquisition of the SPVs (1) 2% $ 2,685 $ 2,910 Long Term portion of Loan from Helios (2) 14.5% 2,607 3,149 Total current assets $ 5,292 $ 6,059 Less: current maturities of Long Term portion of Loan from Helios (2) 14.5% 289 516 $ 5,003 $ 5,543 (1) Represents the remaining balance of fifty percent (50%) of the Purchase Price that is due to the Sellers on the third anniversary of the closing date. This amount will be adjusted to the variation of EBITDA as described above and is promised by a note to each Seller, to be paid on the third anniversary of the closing, along with interest on the unpaid balance due at an annual rate of two percent (2%). The fair value measurement of the fair market value of the remaining balance is based on significant inputs not observed in the market and thus represents a Level 3 measurement, which reflects the Company’s own assumptions in measuring fair value. The Company estimated the fair value of the remaining balance using the discounted cash flow model. Key assumptions include the level and timing of the expected future payment and discount rate consistent with the level of risk and economy in general. The balance of the Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. (2) In 2015, the Company entered into a Long Term Mezzanine Loan Agreement (the “Helios Loan Agreement”) with Helios Italy Bio-Gas 1 L.P. (“Helios”) to finance the acquisition of the SPVs. Under the Helios Loan Agreement, the Company borrowed €2,900,000 ($3,149,000) at annual interest rate of fourteen and one-half percent (14.5%), paid quarterly. Helios is also entitled to an annual operation fee of one and one-half percent (1.5%), paid quarterly. The final payment of the loan will become due no later than the earlier of (a) thirteen and one half years from the date such loan was made available to the Company, and (b) the date that the Feed in Tariff license granted to the relevant SVP expires. Pursuant to the Helios Loan Agreement, the Company pledged all its shares in Eastern and Bluesphere Pavia to secure the outstanding balance under the Helios Loan Agreement. |
DEBENTURES
DEBENTURES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
DEBENTURES | NOTE 7 – SHORT TERM LOAN AND DEBENTURES On February 7, 2017, the Company entered into a 90 day Loan Agreement with Viskoben Limited to borrow $200 at a quarterly interest rate of ten percent (10.0%), or thirty percent (30.0%) if calculated annually (the “Viskoben Note”) On February 14, 2017, the Company received an additional $250 under its private placement of securities closed on October 25, 2016 (the “October Financing”) and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of the Company’s common stock in a public offering of up to $15 million of its securities (the “Public Offering”), (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. On March 14, 2017, the Company amended the terms of the October Financing, thereby agreeing to issue to the investor shares of the Company’s common stock, notes and warrants, in exchange for up to $1,500 (an increase of $500). On the same date, the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of its common stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. On March 24, 2017, the Company and five of the six holders of the Debentures, representing an aggregate principal balance of $2,000, entered into a First Amendment to Senior Debenture (the “Debenture Amendment”), thereby amending the Debentures to provide that some or all of the principal balance, and accrued but unpaid interest thereon, is convertible into shares of the Company’s common stock at the holders’ election, with such right to convert beginning on the six (6) month anniversary of the Debenture Amendment and ending ten (10) days prior to the date the Debenture matures. The conversion price shall be (a) equal to 80% of the average reported closing price of the Company’s common stock on The NASDAQ Capital Market, calculated using the five (5) trading days immediately following the up-list to The NASDAQ Capital Market, or (b) if the up-list has not occurred, equal to 80% of the average reported closing price of the Company’s common stock on the OTCQB Venture Marketplace, calculated using the five (5) trading days immediately preceding the date of the conversion notice. | NOTE 10 – DEBENTURES Beginning in November 2015, the Company conducted an offering of up to $3,000 of the Company’s Senior Debentures and warrants to purchase up to 61,544 shares of Common Stock, in proportion pro rata to each Subscriber’s subscription amount relative to the total offering amount, with 50% of the Debenture Offering Warrants exercisable at a price per share of $6.5 and the other 50% of the Debenture Offering Warrants exercisable at price per share of $9.75. The Debenture Offering Securities were offered pursuant to subscription agreements with each investor (the “Debenture Offering Subscription Agreement”). Pursuant to the Debenture Offering Subscription Agreements, the investors in the Debenture Offering shall have the right to collectively designate one observer or member to the Company’s Board of Directors. On December 23, 2015, the Company completed the Debenture Offering and entered into Debenture Offering Subscription Agreements with investors representing aggregate gross proceeds to the Company of $3,000. During the year ended December 31, 2016, the Company recorded amortization expenses in the amounts of $298, in respect of the discounts recorded on the debentures. During the year ended December 31, 2015, the Company recorded amortization expenses in the amounts of $11, in respect of the discounts recorded on the debentures. |
WARRANTS LIABILITY
WARRANTS LIABILITY | 12 Months Ended |
Dec. 31, 2016 | |
Warrants Liability | |
WARRANTS LIABILITY | NOTE 11 – WARRANTS LIABILITY At each balance sheet date, the Company had the following warrants to purchase common stock outstanding: Fair value Fair value Warrants of Warrants Warrants of Warrants outstanding Liabilities as of outstanding Liabilities as of as of December 31, 2016 as of December 31, 2015 December 31, 2016 (in thousands) December 31, 2015 (in thousands) May 1, 2014 Warrants ($13.00 per share) 11,539 $ 26 11,539 $ — November 2015 Warrants ($6.5 per share) (1) 30,772 155 30,772 175 November 2015 Warrants ($9.75 per share) (1) 30,772 128 30,772 174 November 2015 Warrants ($8.94 per share) (1) 34,462 150 34,462 195 February 3, 2016 Warrants ($7.80 per share) (2) 11,540 42 — — February 2016 Offering ($13.00 per share) (3) 134,617 485 — — February 2016 Offering ($7.87 per share) (3) 21,540 101 — — February 2016 Offering ($14.30 per share) (3) 10,770 36 — — July 2016 Offering ($14.30 per share) (4) 140,515 512 — — July 2016 Offering ($15.73 per share) (4) 7,140 25 — — July 2016 Offering ($10.73 per share) (4) 7,140 30 — — October 2016 Offering ($9.75 per shares) (5) 76,925 353 — — Total 517,732 $ 2,045 107,545 $ 544 Average date to maturity (in years) 4.25 4.78 Average exercise price $ 11.72 $ 8.90 (1) Pursuant to the November 2015 Offering, the Company sold warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $6.5 and warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $9.75. The Warrants are exercisable until December 22, 2020 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $209 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.74 % Expected term (years) 5 Volatility 202 % The Company engaged Maxim Group LLC (“Maxim”) to assist in the Debenture Offering. Pursuant to the terms of the engagement Maxim received warrants to purchase 34,462shares of Common Stock at an exercise price of $8.94 per share. The Warrants are exercisable until December 22, 2020 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $117 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.74 % Expected term (years) 5 Volatility 202 % (2) On February 3, 2016, the Company issued warrants to purchase up to 11,540shares of our common stock of the Company at an exercise price of $7.80 per share, in full satisfaction of certain obligations of the Company. The Warrants are exercisable until February 2, 2019 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $87 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.20 % Expected term (years) 3 Volatility 203 % (3) Pursuant to the February 2016 Offering, the Company sold warrants to purchase up to 134,617shares of Common Stock at an exercise price per share of $13.00. The Warrants are exercisable until February 14, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $847 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.20 % Expected term (years) 5 Volatility 203 % The Company engaged Maxim Group LLC to assist in the February 2016 Offering. Pursuant to the terms of the engagement Maxim received warrants to purchase 21,540shares of Common Stock at an exercise price of $7.87 per share and warrants to purchase 10,770 shares of Common Stock at an exercise price of $14.30 per share. The Warrants are exercisable until February 14, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $204 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 Risk-free interest rate 1.20 % Expected term (years) 5 Volatility 203 % (4) Pursuant to the July 2016 Offering, the Company sold warrants to purchase up to 140,515 shares of Common Stock at an exercise price per share of $14.30. The Warrants are exercisable until July 25, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $1,140 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.00 % Expected term (years) 5 Volatility 147 % The Company engaged Maxim Group LLC to assist in the July 2016 Offering. Pursuant to the terms of the engagement Maxim received warrants to purchase 7,140 shares of Common Stock at an exercise price of $10.73 per share and warrants to purchase 7,140 shares of Common Stock at an exercise price of $15.73 per share. The Warrants are exercisable until July 25, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $117 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 Risk-free interest rate 1.00 % Expected term (years) 5 Volatility 147 % (5) Pursuant to the October 2016 Offering, the Company sold warrants to purchase up to 76,925 shares of Common Stock at an exercise price per share of $9.75. 51,283 Warrants are exercisable until October 24, 2021 and the balance are exercisable until December 19, 2021. The warrants were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $504 at the date of issuances using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.75-2.04 % Expected term (years) 5 Volatility 77-89 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS On December 18, 2015, The Company entered into a no-interest bearing $129 promissory note with R.S. Palas Management Ltd., an entity owned and controlled by Shlomo Palas. The loan under the promissory note was used to finance a portion of the acquisition of the four SPVs in Italy pursuant to the Italy Projects Agreement. The Company paid back the loan under the promissory note with proceeds from the debentures offering that was completed in December, 2015. In July 2015, in order to finance a portion of the funds necessary to complete the acquisitions of the SPVs by Bluesphere Pavia, we conducted a private placement of up to $250 of our Common Stock at $2.288 per share to certain accredited investors. On December 2, 2015, we closed on the July Offering, resulting in gross proceeds to the Company of $225 and agreed to issue 166,069 shares of our Common Stock at $1.352 per share, pursuant to certain subscription agreements. All investors in the July Offering were accredited investors and independent of the Company, but were part of a group led by a former member of our Board, Itai Haboucha. Mr. Haboucha did not receive any shares of Common Stock, was not paid any commissions and received no other compensation in connection with the July Offering. On June 2, 2016 the Company issued 107,160 shares of Common Stock in consideration of $146. On December 14, 2016 the Company issued 58,909 shares of Common Stock in consideration of $84. |
CONTINGENT AND COMMITMENTS
CONTINGENT AND COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
CONTINGENT AND COMMITMENTS | NOTE 8 – CONTINGENT On March 15, 2017, Prassas Capital, LLC, an Arizona limited liability company, filed a complaint against the Company alleging breach of contract and seeking (a) unpaid fees in the amount of $1,601 plus interest, (b) issuance of an order of prejudgment attachment and garnishment on the Company’s bank accounts, other property held by the Company and all payments owed to the Company from third parties, (c) an injunction restraining the Company from transferring funds or property outside of the court’s jurisdiction or alternatively that the court appoint a receiver to manage, operate, control and take possession of the Company’s assets, and (d) a declaration that Prassas Capital, LLC has been granted a contractual right to purchase 53,847 shares of the Company’s common stock at a price of $6.50 per share (after giving effect to the reverse stock split described below). This litigation was filed as Prassas Capital, LLC v. Blue Sphere Corporation with the United States District Court for the Western District of North Carolina, Civil Action No. 3:17-CV-00131. The Company disputes the allegations and claims, and intends to rigorously defend against this litigation. | NOTE 13 – CONTINGENT AND COMMITMENTS From time to time the Company may be a party to commercial and litigation matters involving claims against the Company. None of the Company’s directors, officers, nonconsolidated affiliates, or any owner of record or beneficially of more than five percent of the Company’s Common Stock, is involved in a material proceeding adverse to the Company and its subsidiaries or has a material interest adverse to the Company or its subsidiaries. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In management’s opinion, there are no current matters that would have a material effect on the Company’s financial position or results of operations and no contingent liabilities requiring accrual as of December 31, 2016. On October 22, 2016, the law firm of JS Barkats PLLC filed a complaint against the Company and its Chief Executive Officer, seeking allegedly unpaid legal fees for services rendered from June 9, 2011 through April 23, 2012 in the amount of $428 thousands, plus interest for a total of $652 thousands. This Litigation was filed as JS Barkats PLLC v. Blue Sphere Corporation and Shlomo Palas with the Supreme Court of the State of New York for the County of New York , Index No. 655600/2016. On October 26, 2016, without notice to the Company or its Chief Executive Officer or an opportunity to be heard, the New York Court issued a Temporary Restraining Order (the “TRO”) in favor JS Barkats PLLC, prohibiting the Company and Mr. Palas from transferring or dissipating any assets up to $652. On October 31, 2016, the Company removed the Barkats Litigation to federal court, filed as JS Barkats PLLC v. Blue Sphere Corporation and Shlomo Palas with the United Stated District Court, Southern District Court of New York, Docket No. 1:16-cv-08404, and on December 6, 2016, Mr. Barkats filed a motion to remand to the New York Court and request for oral argument. The Company terminated the services of JS Barkats LLC in 2012 and management believe the claims brought by JS Barkats PLLC are without merit, that the TRO was improvidently granted, and that JS Barkats PLLC misrepresented, mischaracterized and omitted material facts and the law in seeking the TRO. The Company intend to vigorously defend against this Litigation, the TRO and any other attempts to attach the assets of the Company. |
COMMON SHARES
COMMON SHARES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
COMMON SHARES | NOTE 9– COMMON SHARES On March 24, 2017, the Company completed a reverse stock split of its common stock. As a result of the reverse stock split, the following changes have occurred (i) every one hundred and thirty shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 130-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 130-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 130-for-1 reverse stock split. On January 31, 2017, the Company issued 3,109 shares of its common stock to the Former Chief Financial Officer (Israel) of the Company and 2,692 shares of its common stock to Former Chief Financial Officer (U.S.) of the Company under their departure settlement agreements with the Company. The fair market value of the shares at grant date was $41. On February 14, 2017 and March 14, 2017, the Company issued warrants in connection with two (2) separate installments of $250,000 each under the October Financing, with each such five-year warrant providing its holder with the right to purchase up to 25,642 shares of our common stock. (See Note 7). On February 21, 2017, the Company issued 19,576 shares of its common stock to four Directors of the Company and a former Director of the Company for services that were rendered in 2016 and pursuant to the Company’s Amended and Restated Non-Employee Directors Compensation Plan. The fair market value of the shares at grant date was $170. On March 2, 2017, the Company issued 17,949 shares of its common stock to a former consultant pursuant to a letter agreement dated August 8, 2014, whereby the Company had agreed to issue $350 of common stock, determined based on the closing price per share on the OTCQB Venture Marketplace on November 25, 2014, which was $19.50 per share. The letter agreement evidenced a bonus granted by the Company for investor relation and advisory services provided in 2014. In connection with the issuance, on March 1, 2017, the consultant provided to the Company a release and waiver of any and all claims. The fair market value of the shares at grant date was $87. On March 13, 2017, the Company issued 3,847 shares of its common stock to a consultant, pursuant to a consulting agreement dated September 1, 2016, in consideration for financial advisory and consulting services. The fair market value of the shares at grant date was $6. On March 31, 2017, the Company issued 7,406 shares of its common stock to several officers, directors, employees and/or consultants of the Company. All shares issued vested on March 31, 2017 pursuant to grants dated February 24, 2015 under the Company’s Global Share and Options Incentive Enhancement Plan (2014). The fair market value of the shares at grant date was $47. | NOTE 14 – COMMON SHARES Common Stock Reserved for Future Issuance The Company had shares of common stock reserved for issuance as follows: Year ended December 31, 2016 2015 Outstanding warrants to purchase common stock 517,732 107,545 Outstanding Options to purchase common stock 5,992 5,992 Approved but not Outstanding Options to purchase common stock — 24,429 Unvested Common Stock under the 2014 Incentive Plan 7,406 56,282 Common Stock reserved under the 2016 Incentive Plan 230,769 — Option to purchase Common Stock reserved under the 2016 Incentive Plan 115,385 — Common Stock reserved under the October 2016 Offering 438,461 — Total shares reserved for issuance 1,315,745 194,248 Issuances On October 28, 2014, the Company issued 2,577 shares of the Company’s common stock, in connection with the May 1, 2014 service agreement. During October, 2014, an investor converted $42 principal amount out of the April 11, 2014 notes for 3,631 shares of the Company’s common stock. On December 8, 2014, the Company issued 2 shares of the Company’s common stock to Carter Terry. On October 3, 2014, the Company signed a consulting agreement with a consultant according to which the consultant would provide investor relation and public relations services for a period of one year. The Company agreed to grant the consultant 15,385 shares of the Company and additional 3,846 options to purchase Company’s shares at an exercise price of $0.13 per shares. Such shares were issued on March 19, 2015. In addition, on the same date the Company issued the consultant 3,846 shares of the Company for the exercised of the options granted. The Company has estimated the fair value of such shares and options, and recorded an expense of $217. On January 5, 2015, the Company signed a consulting agreement with Dr. Borenstein Ltd according to which the company issued the consultant 7,692 options to purchase 7,692 shares of common stock of the Company at an exercise price of $0.13 for one year commencing the date of the agreement. The Consultant exercised such options at May 27, 2015. The Company has estimated the fair value of such options, and recorded an expense of $158. On February 28, 2015 and March 19, 2015, the Company issued 47,037 shares of the Company to a consultant in respect of his September 2014 consulting investor relation and public relations services agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $738. On March 12, 2015, the Company issued 839 shares of the Company for an investor pursuant to the exercise of his options granted at May 2014. The Company has estimated the fair value of such shares, and recorded an expense of $14. In May and June 2015, the Company issued 28,962 shares of the Company to a consultant in respect of his investor relations and public relations services pursuant to a consulting agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $150. In May 2015, the Company issued 25,000 shares of the Company to a consultant in respect of his investor relations and public relations services pursuant to a consulting agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $136. On June 15, 2015 the Company issued consultant 11,538 shares of common stock of the Company in mutual agreement for termination of his June 2014 consulting agreement. The Company has estimated the fair value of such shares, and recorded an expense of $34. From July through September 2015, the Company issued 61,808 shares of common stock to a consultant in respect of his investor relations and public relations services consulting agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $199. In August 2015, the Company issued 26,726 shares of the Company to Maxim Group LLC in respect of its financial advisor and investment banker agreement with the Company. The shares have been valued and recorded at $34. In August 2015, the Company issued 8,679 shares of the Company to a non-U.S. person in respect of its financial advisor and investment banker settlement agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $13. On April 13, 2015, the Company entered into a subscription agreement with a non-U.S. person pursuant to which the Company issued 3,205 shares of common stock in exchange for $25. On April 15, 2015, the Company entered into a Subscription Agreement with Dr. Borenstein Ltd. (the “April Borenstein Subscription Agreement”) pursuant to which the Company agreed to sell 12,538 shares of common stock of the Company for the aggregate purchase price of $48. On June 12, 2015, the Company entered into a Subscription Agreement with Dr. Borenstein Ltd. (the “June Borenstein Subscription Agreement”) pursuant to which the Company agreed to sell 65,268 shares of common stock of the Company for the aggregate purchase price of $140. On July 1, 2015, the Company entered into a subscription agreement with a non-U.S. person pursuant to which the Company issued 15,384 shares of common stock in exchange for $32. On July 6, 2015, the Company entered into a subscription agreement with several non-U.S. entity pursuant to which the Company issued 18,681 shares of common stock in exchange for $51. On July 17, 2015, the Company entered into a subscription agreement with several non-U.S. personnel pursuant to which the Company issued 17,832 shares of common stock in exchange for $39. From February through August 2015, convertible promissory notes holders representing an aggregate principal amount of $1,480,716 converted their notes into 577,387 shares of the Company’s common stock. On January 26, 2016, the Company issued 7,692 shares of Common Stock, pursuant to a subscription agreement dated June 12, 2015. On February 1, 2016, the Company issued 4,153 shares Common Stock to a consultant in respect of his consulting services for the Company. The Company has estimated the fair value of such shares, and recorded an expense of $108. In February 2016, the Company conducted an offering (the “February 2016 Offering”) consisting of (a) up to $1,925 of the Company’s shares of Common Stock, priced at the closing price for shares of Common Stock, as reported on the OTCQB Venture Marketplace, on the trading day prior to the closing of the February Offering, and (b) 5-year warrants to purchase shares of Common Stock in an amount equal to 50% of the number of shares of Common Stock so purchased by the. The Securities have been offered pursuant to subscription agreements with each investor. In addition to other customary provisions, each Subscription Agreement provides that the Company will use its reasonable commercial efforts to register all shares of Common Stock sold in the February Offering, including all shares of Common Stock underlying the February Warrants, within 60 days of the closing of the February Offering. The February Warrants are exercisable for 5 years from the date of issuance at $13.00 per share, include an option by which the holder may exercise the Warrant by means of a cashless exercise, and include customary weighted-average price adjustment and anti-dilution terms. On February 15, 2016, the Company completed the only closing of the February Offering, representing aggregate gross proceeds to the Company of $1,925. In connection with the closing, the Company and subscribers entered into (a) February Subscription Agreements for, in the aggregate, 269,231 shares of Common Stock at $7.15 per share, and (b) February Warrants to purchase, in the aggregate, up to 134,617 shares of Common Stock at an exercise price of $13.00 per share. The Company engaged Maxim to assist in the February 2016 Offering. Pursuant to the terms of an engagement letter between Maxim and the Company, Maxim received commissions equal to 7% of the gross proceeds raised by Maxim in the February Offering, warrants to purchase, in the aggregate, up to 21,540 shares of Common Stock at an exercise price of $7.87 per share and to purchase, in the aggregate, up to 10,770 shares of Common Stock at an exercise price of $14.30 per share. On March 15, 2016, the Company issued 654 shares of Common Stock to a consultant in respect of his consulting services for the Company. The Company has estimated the fair value of such shares, and recorded an expense of $5,685. On April 13, 2016, the Company issued 7,692 shares of Common Stock to a consultant in consideration for corporate finance, investor communications and financial and investor public relations services. The Company has estimated the fair value of such shares, and recorded an expense of $73 in second fiscal quarter of 2016 and $10 in first fiscal quarter of 2016. On June 13, 2016 and per the consulting agreement the Company issued an additional 7,692 shares of common stock as a service bonus since the agreement was not terminated prior to June 9, 2016. The Company has estimated the fair value of such shares, and recorded an expense of $89. On April 13, 2016, the Company issued an aggregate of 6,731 shares of Common Stock to a consultant, pursuant to consulting agreements dated September 1, 2015 and March 1, 2016, in consideration for investor relations and communications services. The Company has estimated the fair value of such shares, and recorded an expense of $42. On May 18, 2016, a 1.5-year warrant to purchase shares of Common Stock, dated May 4, 2015, was exercised into 5,385 shares of Common Stock at an exercise price of $7.54 per share, for total consideration of $41. On June 2, 2016, the Company issued 107,160 shares of the Company’s Common Stock in consideration of $146 pursuant to the July 2015 Offering Subscription Agreements. On June 13, 2016, the Company issued 54,642 shares of Common Stock to several officers, directors, employees and/or consultants of the Company. All shares were issued pursuant to the Company’s Global Share and Options Incentive Enhancement Plan (2014). The Company has estimated and recorded the fair value of such shares as an expense of $632 which was recorded through 2015 and the 2016. On June 26, 2016, the Company issued 3,846 shares of Common Stock in order to complete its obligations under the Share Purchase Agreement from 2015. On July 14, 2016, the Company cancelled 654 shares of Common Stock that were issued in error. In June and July 2016, The Company conducted an offering (the “June 2016 Offering”) consisting of (a) up to $3,000 of shares of Common Stock, priced at the closing price for shares of Common Stock, as reported on the OTCQB Venture Marketplace on the trading day prior to each respective closing of the June Offering, and (b) five-year warrants (the “June Warrants”, together with the shares of Common Stock subscribed for, the “June Securities”) to purchase shares of Common Stock in an amount equal to one hundred percent (100%) of the number of shares of Common Stock so purchased by the subscriber, with an exercise price equal to the per share price of the Common Stock or $14.30 per share, whichever is greater. The June Securities were offered pursuant to subscription agreements with each subscriber (the “June Subscription Agreement”). In addition to other customary provisions, each June Subscription Agreement provides that the Company will use its reasonable commercial efforts to register all shares of Common Stock sold in the June Offering, including all shares of Common Stock underlying the June Warrants, within twenty (20) days of the final closing of the June Offering. Each June Subscription Agreement also provides that if, during the period beginning on the date of the first closing of the June Offering and ending on the six month anniversary thereof, the Company completes (a) a subsequent closing of the June Offering or (b) a public or private offering and sale of $1,000 or more of Common Stock or warrants to purchase Common Stock, where such subsequent closing or offering, as applicable, provides for material deal terms and conditions more favorable than are contained in such June Subscription Agreement, then the June Subscription Agreement will be deemed modified to provide the applicable subscriber with the more favorable deal terms and conditions, and the Company will take all reasonable steps necessary to amend the June Securities and/or issue new securities to the applicable subscriber reflecting such more favorable material deal terms and conditions (the “June MFN Rights”). The June Warrants are exercisable for five years from the date of issuance, include an option by which the holder may exercise the June Warrant by means of a cashless exercise, and include customary weighted-average price adjustment and anti-dilution terms. On July 26, 2016, the Company completed closings of the June Offering, both such closings representing aggregate gross proceeds to the Company of $1,370. In connection with both closings, the Company and subscribers entered into (a) June Subscription Agreements for 140,515 shares of Common Stock at $9.75 per share, and (b) June Warrants to purchase up to 140,515 shares of Common Stock at an exercise price of $14.30 per share. The subscriber in the July 7, 2016 closing received an adjustment to its June Securities pursuant to its June MFN Rights. The warrants were accounted for as derivative liabilities. The Company engaged Maxim to assist in the June Offering. Pursuant to the terms of an engagement letter between Maxim and the Company, in connection with both closings, Maxim received commissions equal to 4.44% of the gross proceeds raised, warrants to purchase up to 7,140 shares of Common Stock at an exercise price of $10.73 per share, and warrants to purchase up to 7,140 shares of Common Stock at an exercise price of $15.73 per share. On August 7, 2016, the Company issued 1,100 shares of Common Stock, in consideration for past capital advisory services rendered to the Company. The Company has estimated the fair value of such shares, and recorded an expense of $11. On August 16, 2016, the Company issued 3,077 shares of Common Stock in satisfaction of debt of $24. On September 15, 2016, the Company issued 3,846 shares of Common Stock to a consultant in consideration for communications and investor relations services. The Company has estimated the fair value of such shares, and recorded an expense of $20. On September 15, 2016, the Company issued 3,846 shares of Common Stock to a consultant in consideration for communications and investor relations services. The Company has estimated the fair value of such shares, and recorded an expense of $34. On October 25, 2016, the Company completed a private placement of its securities to JMJ Financial, an accredited investor. Pursuant to the financing, the Company entered into a Securities Purchase Agreement with the investor thereby agreeing to issue shares of Common Stock, notes, and warrants to purchase shares of Common Stock, in exchange for $500 paid at closing and an additional $250 which were paid at December 20, 2016 after the achievement of certain milestones, as well as up to an additional $250 in financing upon the mutual agreement of the Investor and the Company. Pursuant to the terms of such financing, the Company agreed to issue to the investor (i) restricted shares of Common Stock equal to twenty-five percent (25%) of the note principal paid to the Company by the Investor, subject to certain adjustments, (ii) a six (6) month promissory note covering the note principal plus an amount equal to approximately five percent (5%) of the actual note principal, in total $1,053, and (iii) a five (5) year warrant to purchase 76,925 shares of Common Stock with an aggregate exercise amount of $750. On December 14, 2016, the Company issued 58,909 shares of Common Stock in consideration of $84 pursuant to the July 2015 Offering Subscription Agreement. On December 20, 2016, the Company issued 7,308 shares of Common Stock to the CEO of the Company and 6,538 shares of Common Stock to the Chairman of the Board of the Company under their service agreements with the Company. The Company has estimated and recorded the fair value of such shares as an expense of $50 which was recorded through 2016. On December 30, 2016, the Company issued 6,538 shares of Common Stock to an EVP of the under his service agreement with the Company. The Company has estimated and recorded the fair value of such shares as an expense of $24 which was recorded through 2016. On December 30, 2016, the Company issued 44,423 shares of Common Stock to several officers, directors, employees and/or consultants of the Company. All shares were issued pursuant to the Company’s Global Share and Options Incentive Enhancement Plan (2014). The Company has estimated and recorded the fair value of such shares as an expense of $386. On December 30, 2016, the Company issued 2,308 shares of Common Stock, in consideration for past services rendered a member of the Board of Directors to the Company. The Company has estimated the fair value of such shares, and recorded an expense of $20. Share Repurchase Program On June 17, 2015, the Company’s Board of Directors approved a share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase up to $500 worth of its common stock, which, based on the value of the Company’s common stock on December 31, 2016, equates to approximately 57,491 shares of common stock. However, the total number of shares could differ based on the ultimate price per share paid by the Company. Further, the Company’s shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time and in accordance with applicable laws, rules and regulations. The Company is not obligated to make any purchases, including at any specific time or in any particular situation. The program may be limited or terminated at any time without prior notice. As of December 31, 2016, the Company had not repurchased any shares under the Share Repurchase Program. On June 23, 2015, the Company repurchased 1,109 shares from a shareholder for $28 as part of a settlement with such shareholder. This repurchase was not pursuant to the Share Repurchase Program. |
STOCK OPTIONS AND STOCK INCENTI
STOCK OPTIONS AND STOCK INCENTIVE PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND STOCK INCENTIVE PLANS | NOTE 15 – STOCK OPTIONS AND STOCK INCENTIVE PLANS On February 24, 2015, the Board of Directors approved a grant of up to 19,813 shares of common stock to certain of its managers, directors and key employees under the 2010 Plan, of which 19,813 shares were issued as of December 31, 2016. On February 24, 2015, the Company’s Board of Directors approved and adopted the Global Share and Options Incentive Enhancement Plan (2014) (the “2014 Plan”), pursuant to which the Company may award shares of its common stock, options to purchase shares of its common stock and other equity-based awards to eligible participants. The 2014 Plan replaced the Company’s Global Share Incentive Plan (2010). Subject to the terms and conditions of the 2014 Plan, the Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) eligible participants in the 2014 Plan, (ii) the number of options or shares to be covered by an award, (iii) the time or times at which an award shall be granted, (iv) the vesting schedule and other terms and conditions of an award, (v) the form(s) of written agreements applicable to an award, and (vi) any other matter which is necessary or desirable for, or incidental to, the administration of the 2014 Plan and the granting of awards thereunder. The 2014 Plan permits the grant of up to 100,775 shares of common stock and up to 24,423 options to purchase shares of common stock to certain of its managers, directors and key employees. The shares will vest on a quarterly basis over a two-year period, and the options will vest on a quarterly basis over a two-year period with an exercise price of $18.20 per share. As of December 2016, 82,564 shares granted under the 2016 Incentive Plan have been issued. On August 8, 2016, the Company’s Board of Directors approved and adopted the Global Share and Options Incentive Enhancement Plan (2016) (the “2016 Plan”), pursuant to which the Company may award shares of its common stock, options to purchase shares of its common stock and other equity-based awards to eligible participants. The 2016 Plan replaced the 2014 Plan. Subject to the terms and conditions of the 2016 Plan, the Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) eligible participants in the 2016 Plan, (ii) the number of options or shares to be covered by an award, (iii) the time or times at which an award shall be granted, (iv) the vesting schedule and other terms and conditions of an award, (v) the form(s) of written agreements applicable to an award, and (vi) any other matter which is necessary or desirable for, or incidental to, the administration of the 2016 Plan and the granting of awards thereunder. The 2016 Plan permits the grant of up to 230,769 shares of common stock and up to 115,384 options to purchase shares of common stock to certain of its managers, directors and key employees. The shares will vest on a quarterly basis over a two-year period, and the options will vest on a quarterly basis over a two-year period with an exercise price that shall not be less than the Fair Market Value on the date of grant. As of December 31, 2016, all shares and options granted under the 2016 Incentive Plan have not yet been issued. As December 31, 2016 and 2015 5,922 options were outstanding and exercisable all of which with a weighted average exercise price of $74.92 and an intrinsic value of $9. The following table summarizes information about options to employees, officers and directors outstanding at December 31, 2016 under the plans: Options Outstanding Vested and Exercisable Exercise Number of Option Weighted Average Number of Option Weighted $ 74.92 5,992 1.33 5,992 $ 74.92 As of December 31, 2016, the aggregated intrinsic value for the options vested and exercisable was $9 thousand with a weighted average remaining contractual life of 1.33 years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 – INCOME TAXES US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 35%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the US under applicable tax treaties to avoid double taxation. Taxable income of Israeli companies is subject to tax at the rate of 26.5% in the year 2015, 25% in the year 2016, 24% in the year 2017 and 23% in the year 2018. The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred income taxes reflect the net effects of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The breakdown of the deferred tax asset as of December 31 2016, and 2015 is as follows: 2016 2015 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 9,259 $ 6,768 Valuation allowance (9, 259 ) (6,768 ) $ — $ — A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate. U.S. dollars in thousands Valuation allowance, December 31, 2015 $ 6,768 Increase 2,491 Valuation allowance, December 31, 2016 $ 9,259 Carry forward losses of the Company are approximately $20,635 at December 31, 2016 and available throughout 2036. Carry forward losses of the Israeli subsidiary are approximately $4,114 at December 31, 2016 and have no expiration date. Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended December 31, 2016 2015 Loss before taxes, as reported in the consolidated statements of operations $ 7,266 $ 7,462 Federal statutory rate 35 % 35 % Theoretical tax benefit on the above amount at federal statutory tax rate 2,543 2,611 Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (2,491) (2,611 ) Actual tax expense 52 — |
TRANSITION PERIOD FINANCIAL INF
TRANSITION PERIOD FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Transition Period Financial Information | |
TRANSITION PERIOD FINANCIAL INFORMATION | NOTE 17 – TRANSITION PERIOD FINANCIAL INFORMATION In 2016, the Company changed its fiscal year to end on December 31st each year, effective January 1, 2016. The following table presents selected financial data for the transition period, the three months ended and as of December 31, 2015, and three months ended and as of December 31, 2014, (in thousands, except per share data): Three Month Ended December 31, 2015 2014 (unaudited) Consolidated Statement of Operations data: General and administrative expenses $ 1,106 $ 827 Other losses — 19 Financial expenses. net 144 468 Equity Losses in Nonconsolidated Subsidiaries 38 — Net Loss $ 1,288 $ 1,314 Net loss per common share – basic and diluted $ (0.95 ) $ (3.35 ) Weighted average shares outstanding during the period (basic and diluted) 1,361,628 392,552 Consolidated Balance Sheet (as of December 31, 2014, Unaudited): Total Current Assets $ 404 Total Non-Current Assets 509 Total Assets $ 913 Total Current liabilities $ 1,234 Long Tern Bank Loan 126 Total stockholders’ equity (447 ) Total Liabilities and stockholders’ deficit $ 913 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On April 13, 2017 the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of its common stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. On April 28, 2017, the Company extended the maturity date from the earlier of May 1, 2017 or the third business day after the closing of a public offering to the earlier of May 19, 2017 or the third business day after the closing of a public offering. On April 17, 2017, the Company issued 7,840 shares of our common stock to four Directors of the Company for services that were rendered in the first quarter of 2017, pursuant to the Company’s Amended and Restated Non-Employee Directors Compensation Plan. The fair market value of the shares at grant date was $50. On April 30, 2017, the Company dissolved Sustainable Energy Ltd. On May 10, 2017, the Company amended the terms of the October Financing, thereby agreeing to issue to the Investor shares of the Company’s common stock, notes and warrants, in exchange for up to $2,000 (an increase of $500). On the May 11,2017 the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of the Company’s common stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. The Viskoben Note matured on May 7, 2017, and the Company will be in default thereunder if it does not pay the unpaid principal and interest balance within fifteen (15) days after such payment is demanded; as of the date hereof, the holder has not demanded payment and has agreed to withhold its demand until such time as the parties can enter into an amendment to extend the Viskoben Note, which the holder has verbally agreed to do. | NOTE 18 – SUBSEQUENT EVENTS On January 31, 2017, the Company issued 3,109 shares of Common Stock to the Former Chief Financial Officer (Israel) of the Company and 2,692 shares of Common Stock to Former Chief Financial Officer (U.S.) of the Company under their departure settlement agreements with the Company. The fair market value of the shares at grant date was $41. On January 31, 2017, the Company dissolved Johnstonsphere, LLC. On February 1, 2017, the Board of Directors approved the Company’s Amended and Restated Non-Employee Director Compensation Policy, applicable to members of the Board who are not employees of the Company. Under the Amended Director Compensation Policy, beginning on January 1, 2016 each Eligible Director shall be entitled to an annual cash retainer of USD $20, paid semi-annually, and a quarterly stock awards equal to $13, determined based on the closing price of a share of Common Stock on the last trading day of such quarter, as reported on the OTCQB® Venture Marketplace. Eligible Directors shall also receive meeting fees equal to (a) $1.5 for scheduled quarterly meetings of the Board attended in-person, (b) $0.5 for scheduled quarterly meetings of the Board attended by teleconference, (c) USD $0.25 for special meetings of the Board, and (d) $0.5 for meetings of the committees of the Board. If an Eligible Director attends a meeting of the Board and one or more meetings of a committee of the Board on the same date, the Eligible Director shall receive the full fee for the meeting of the Board and 50% of the fee for each meeting of a committee of the Board attended. On February 7, 2017, the Company entered into a 90 days Loan Agreement with Viskoben Limited to borrow $200 at a quarterly interest rate of ten percent (10.0%). On February 14, 2017, the Company received an additional $250 under the October Financing and issued warrants to purchase up to 25,642 shares of Common Stock at an exercise price equal to the lesser of (i) 80% of the per share price of Common Stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. (See also, Note 7) On February 21, 2017, the Company issued 19,576 shares of its common stock to four Directors of the Company and a former Director of the Company for services that were rendered in 2016 and pursuant to the Company’s Amended and Restated Non-Employee Directors Compensation Plan. The fair market value of the shares at grant date was $110. On March 2, 2017, the Company issued 17,949 shares of its common stock to a former consultant pursuant to a letter agreement dated August 8, 2014, whereby the Company had agreed to issue $350,000 of common stock, determined based on the closing price per share on the OTCQB Venture Marketplace on November 25, 2014, which was $19.5 per share. The letter agreement evidenced a bonus granted by the Company for investor relation and advisory services provided in 2014. In connection with the issuance, on March 1, 2017, the consultant provided to the Company a release and waiver of any and all claims. The fair market value of the shares at grant date was $85. On March 14, 2017, the Company amended the terms of the October Financing, thereby agreeing to issue to the Investor shares of the Company’s common stock, notes and warrants, in exchange for up to $1,500 (an increase of $500). On the same date, the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of Common Stock at an exercise price equal to the lesser of (i) 80% of the per share price of Common Stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. (See also, Note 7) On March 15, 2017, Prassas Capital, LLC, an Arizona limited liability company, filed a complaint against the Company alleging breach of contract and seeking (a) unpaid fees in the amount of $1,601 plus interest, (b) issuance of an order of prejudgment attachment and garnishment on the Company’s bank accounts, other property held by the Company and all payments owed to the Company from third parties, (c) an injunction restraining the Company from transferring funds or property outside of the court’s jurisdiction or alternatively that the court appoint a receiver to manage, operate, control and take possession of the Company’s assets, and (d) a declaration that Prassas Capital, LLC has been granted a contractual right to purchase 53,847 shares of Common Stock at a price of $6.50 per share (after giving effect to the reverse stock split described below). This litigation was filed as Prassas Capital, LLC v. Blue Sphere Corporation with the United States District Court for the Western District of North Carolina, Civil Action No. 3:17-CV-00131. The Company disputes the allegations and claims, and intends to rigorously defend against this litigation. On March 24, 2017, the Company and five of the six holders of the Debentures, representing an aggregate principal balance of $2,000,000, entered into a First Amendment to Senior Debenture (the “Debenture Amendment”), thereby amending the Debentures to provide that some or all of the principal balance, and accrued but unpaid interest thereon, is convertible into shares of Common Stock at the holders’ election, with such right to convert beginning on the six (6) month anniversary of the Debenture Amendment and ending ten (10) days prior to the date the Debenture matures. The conversion price shall be (a) equal to 80% of the average reported closing price of the Common Stock on The NASDAQ Capital Market, calculated using the five (5) trading days immediately following the up-list to The NASDAQ Capital Market, or (b) if the up-list has not occurred, equal to 80% of the average reported closing price of the Common Stock on the OTCQB Venture Marketplace, calculated using the five (5) trading days immediately preceding the date of the conversion notice. On March 24, 2017, the Company completed a reverse stock split of its common stock. As a result of the reverse stock split, the following changes have occurred (i) every one hundred and thirty shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 130-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 130-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 130-for-1 reverse stock split. |
SIGNIFICANT ACCOUNTING POLICI30
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Functional currency | a. Functional currency The functional currency of the company is U.S dollar. The functional currency of the subsidiaries is also U.S dollar, except for Blue Sphere Pavia. Accordingly, all monetary assets, liabilities, expenses and equity earnings of the foreign subsidiary are re-measured into U.S. dollars at the exchange rates in effect at the reporting date. The foreign currency translation adjustments are included as a component in the stockholders’ Deficit in the accompanying consolidated balance sheet as a component of accumulated other Comprehensive Loss. | |
Basis of Presentation | b. Basis of Presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and includes the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Cash equivalents | c. Cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposit (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. | |
Fair Value of Financial Instruments | d. Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company recognizes transfers among Level 1, Level 2 and Level 3 classifications as of the actual date of the events or change in circumstances that caused the transfers. The Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities have carrying amounts which approximate fair value due to the short-term maturity of these instruments. | |
Property, plant and equipment | e. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Assets are depreciated using the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: % Computers, electronic equipment and software 33 Vehicles 15 Office furniture and equipment 15 | |
Investment in non-consolidated variable interests entities | f. Investment in nonconsolidated affiliates Investments in companies in which the Company has the ability to exert significant influence over operating and financial policies (generally 20% to 50% ownership), but which the Company does not control, are accounted for using the equity method. Under the equity method, investments are initially recorded at cost and adjusted for dividends and undistributed earnings and losses. The Company evaluates its investments in nonconsolidated Affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value that is other than temporary, the Company compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. | |
Use of estimates | D. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | g. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates. On an on-going basis, management evaluates its estimates, judgments and assumptions. Those estimates and assumptions affect including investments in nonconsolidated affiliates, investments in non-consolidated subsidiaries, deferred revenue from nonconsolidated affiliates, contingencies and litigation, income taxes and determination of fair value of stock-based compensation. These estimates are based available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. |
Loss per share | h. Loss per share Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the Company’s share incentive plan and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible notes, which are included under the if-converted method when dilutive. The computation of diluted net loss per share for the years ended December 31, 2016 and September 30, 2015 and for the three months period ended December 31, 2015 does not include common share equivalents, since such inclusion would be anti-dilutive. | |
Income taxes | i. Income taxes The Company account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in Company’s consolidated financial statements or in our tax returns. Estimates and judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. Management regularly assess the likelihood that deferred tax assets will be recovered from future taxable income and, to the extent that management believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through an adjustment to income tax expense. The factors used to assess the likelihood of realization of our deferred tax assets include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company account for uncertainty in income taxes recognized in the Company’s consolidated financial statements by regularly reviewing our tax positions and benefits to be realized. The Company’s recognize tax liabilities based upon management’s estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained upon examination by taxing authorities. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. | |
Comprehensive loss | j. Comprehensive loss Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting equity that under US GAAP are excluded from net income (loss). For the Company, such items consist of translation adjustments. | |
Revenues from Services | k. Revenues from Services The Company recognizes revenues from Development Fees in accordance with ASC Topic 605-20 Revenue Recognition from Services. | |
Treasury shares | l. Treasury shares Treasury shares are held by the Company and presented as a reduction of the Company shareholders’ deficit and carried at their cost to the Company, under treasury shares. | |
Stock-based compensation | m. Stock-based compensation The Company recognizes the estimated fair value of share-based awards under stock-based compensation cost. The Company measures compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company measures compensation expense for the shares based on the market value of the underlying stock at the date of grant, less an estimate of dividends that will not accrue to the shares holders prior to vesting. The Company elected to recognize compensation cost for awards that have a graded vesting schedule using the straight-line approach. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The fair value of equity awards is charged to the statement of operations over the service period. The offset to the recorded cost is to additional Paid in Capital. Consideration received on the exercise of stock options is recorded as capital stock and the related share-based payments reserve is transferred to share capital. | |
Contingencies | n. Contingencies The Company is involved in various commercial and other legal proceedings that arise from time to time in the ordinary course of business. Except for income tax contingencies or contingent consideration or other contingent liabilities incurred or acquired in a business combination, the Company records accruals for these types of contingencies to the extent that Company concludes their occurrence is probable and that the related liabilities are reasonably estimated. When accruing these costs, the Company will recognize an accrual in the amount within a range of loss that is the best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs are expensed as incurred. Contingent consideration and other contingent liabilities incurred or acquired in a business combination are recorded at a probability weighted assessment of their fair value and monitored on an ongoing basis for changes in that value. | |
Newly issued accounting pronouncements | C. Recent Accounting Standards In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This guidance narrows the definition of a business. This standard provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, and early adoption is permitted. This guidance must be applied prospectively to transactions occurring within the period of adoption. The Company expects to adopt this guidance effective January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company expects to adopt this guidance for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. | o. Newly issued accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, or ASU 2015-14. This amendment defers the effective date of the previously issued Accounting Standards Update ASU 2014-09, until the interim and annual reporting periods beginning after December 15, 2017. Earlier application is permitted for interim and annual reporting periods beginning after December 15, 2016. In August 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting . This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not expect this update will have a material impact on the presentation of the Company’s consolidated financial position, results of operations and cash flows. In November 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect this update will have a material impact on the presentation of the Company’s consolidated financial position, results of operations and cash flows. |
SIGNIFICANT ACCOUNTING POLICI31
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of annual rates of depreciation | Annual rates of depreciation are as follows: % Computers, electronic equipment and software 33 Vehicles 15 Office furniture and equipment 15 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis by level | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows (in thousands): Balance as of March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 312 $ — $ — $ 312 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,756 $ 2,756 Warrants liability $ — $ — $ 1,889 $ 1,889 Total liabilities $ 312 $ — $ 4,645 $ 4,957 As of December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 187 $ — $ — $ 187 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,685 $ 2,685 Warrants Liability $ — $ — $ 2,045 $ 2,045 Total liabilities $ 187 $ — $ 4,730 $ 4,917 | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows (in thousands): As of December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 187 $ — $ — $ 187 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,685 $ 2,685 Warrants Liability $ — $ — $ 2,045 $ 2,045 Total liabilities $ 187 $ — $ 4,730 $ 4,917 Balance as of December 31, 2015, Level 1 Level 2 Level 3 Total Liabilities: Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,910 $ 2,910 Warrants liability $ — $ — $ 544 $ 544 Total liabilities $ — $ — $ 3,454 $ 3,454 |
Schedule of Deferred payment due to the acquisition of the SPVs | The Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. Deferred payment due to the acquisition of the SPVs Balance at December 31, 2016 $ 2,685 Changes in fair value, interest expense and translation adjustments 71 Balance at March 31, 2017 $ 2,756 | The Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. Deferred payment due to the acquisition of the SPVs Balance at January 1, 2015 $ — Increase due to acquisition of the SPVs 2,910 Balance at December 31, 2015 $ 2,910 Changes in fair value, interest expense and translation adjustments (225) Balance at December 31, 2016 $ 2,685 |
Schedule of Level 3 liabilities | As of March 31,2017, and December 31, 2016, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Liability Balance at December 31, 2016 $ 2,045 Issuance of warrants 181 Changes in fair value (337 ) Balance at March 31, 2017 $ 1,889 | As of December 31,2016, and 2015, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Liability Balance at January 1, 2015 $ — Issuance of warrants 325 Changes in fair value 219 Balance at December 31, 2015 $ 544 Issuance of warrants 2,839 Changes in fair value 1,338 Balance at December 31, 2016 $ 2,045 |
INVESTMENTS IN NONCONSOLIDATE33
INVESTMENTS IN NONCONSOLIDATED AFFILIATES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Investment in nonconsolidated affiliates | Investment in nonconsolidated affiliates consists of the following: December 31, 2016 December 31, 2015 Carrying Value (In thousands) Ownership Percentage Carrying Value (In thousands) Ownership Percentage Investment in Concord Energy Partners, LLC $ 5,960 25.00 % $ 4,795 25.00 % Rhode Island Energy Partners LLC $ 4,177 22.75 % $ 2,775 22.75 % Total $ 10,137 $ 7,570 |
Schedule of deferred revenues from nonconsolidated affiliates | Deferred revenues from nonconsolidated affiliates consists of the following: December 31, 2016 December 31, 2015 Carrying Value (In thousands) Ownership Percentage Carrying Value (In thousands) Ownership Percentage Deferred revenues from Concord Energy Partners, LLC $ — 25.00 % $ 4,795 25.00 % Deferred revenues from Rhode Island Energy Partners LLC $ 4,177 22.75 % $ 2,776 22.75 % Deferred Revenue from Services from Rhode Island Energy Partners LLC $ 1,481 22.75 % $ 1,481 22.75 % Total $ 5,658 $ 9,052 |
Summary of the combined financial information related to the nonconsolidated affiliates under the equity method | The tables set forth below summarize the combined financial information related to the nonconsolidated affiliates that are accounted for under the equity method as of December 31, 2016, and December 31,2015. December 31, 2016 (Dollars in thousands) Concord Rhode Island Assets: Restricted Cash $ 500 $ 751 Property, Plant and Equipment, net of accumulated depreciation 26,169 19,230 Total assets $ 26,669 $ 19,981 Current liabilities $ 652 $ 142 Membership Interest 26,017 19,839 Total liabilities and Membership Interest $ 26,669 $ 19,981 December 31, 2015 (Dollars in thousands) Concord Rhode Island Assets: Property, Plant and Equipment, net of accumulated depreciation $ 22,878 15,901 Other assets 17 — Total assets $ 22,895 $ 15,901 Current liabilities $ 2,127 $ 2,224 Membership Interest 20,768 13,677 Total liabilities and Membership Interest $ 22,895 $ 15,901 |
INVESTMENTS IN NONCONSOLIDATE34
INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of investments in nonconsolidated subsidiaries | Investment in nonconsolidated subsidiaries included the following activity during the years: Year ended December 31, 2016 2015 Balance at beginning of period $ 4,993 $ — Investment in nonconsolidated subsidiaries — 5,031 Equity in losses of nonconsolidated subsidiaries (444 ) (38 ) Translation adjustment (120 ) — Balance at end of period $ 4,429 $ 4,993 |
Summary of the combined financial information related to our nonconsolidated subsidiaries under the equity method | The table set forth below summarize the combined financial information related to our nonconsolidated subsidiaries that are accounted for under the equity method as of December 31, 2016, and December 31, 2015. (Dollars in thousands) December 31, 2016 December 31, 2015 Assets: Current Assets $ 2,735 $ 2,753 Property, Plant and Equipment, net of accumulated depreciation 16,167 18,109 Other Non-Current Assets 7,970 6,054 Total assets $ 26,872 $ 26,916 Liabilities and Shareholder’s Deficit: Current liabilities $ 8,221 $ 4,697 Long Term Liabilities 14,282 17,286 Total liabilities 22,503 21,983 Shareholder’s Equity 4,369 4,933 Total Shareholder’s Equity 4,369 4,933 Total liabilities and Shareholder’s Equity $ 26,872 $ 26,916 |
CURRENT MATURITIES OF DEBENTU35
CURRENT MATURITIES OF DEBENTURES AND LONG TERM LOANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Current Maturities of Debentures and Long Term Loans | Current Maturities of Debentures and Long Term Loans consisted of the following: Interest rate as of December 31, 2016 December 31, 2016 December 31, 2015 Debentures 11% $ 2,658 $ — Current Maturities portion of Loan from Helios 14.5% 289 517 Current Maturities Long Term Loan from Bank 1.8-6% 41 32 Total Current Maturities of Debentures and Long Term Loans $ 2,988 $ 549 |
LONG TERM LOANS AND LIABILITI36
LONG TERM LOANS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term loans and liabilities | Long-term loans and liabilities consisted of the following: Interest rate as of December 31, 2016 December 31, 2016 December 31, 2015 Deferred payment due to the acquisition of the SPVs (1) 2% $ 2,685 $ 2,910 Long Term portion of Loan from Helios (2) 14.5% 2,607 3,149 Total current assets $ 5,292 $ 6,059 Less: current maturities of Long Term portion of Loan from Helios (2) 14.5% 289 516 $ 5,003 $ 5,543 (1) Represents the remaining balance of fifty percent (50%) of the Purchase Price that is due to the Sellers on the third anniversary of the closing date. This amount will be adjusted to the variation of EBITDA as described above and is promised by a note to each Seller, to be paid on the third anniversary of the closing, along with interest on the unpaid balance due at an annual rate of two percent (2%). The fair value measurement of the fair market value of the remaining balance is based on significant inputs not observed in the market and thus represents a Level 3 measurement, which reflects the Company’s own assumptions in measuring fair value. The Company estimated the fair value of the remaining balance using the discounted cash flow model. Key assumptions include the level and timing of the expected future payment and discount rate consistent with the level of risk and economy in general. The balance of the Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. (2) In 2015, the Company entered into a Long Term Mezzanine Loan Agreement (the “Helios Loan Agreement”) with Helios Italy Bio-Gas 1 L.P. (“Helios”) to finance the acquisition of the SPVs. Under the Helios Loan Agreement, the Company borrowed €2,900,000 ($3,149,000) at annual interest rate of fourteen and one-half percent (14.5%), paid quarterly. Helios is also entitled to an annual operation fee of one and one-half percent (1.5%), paid quarterly. The final payment of the loan will become due no later than the earlier of (a) thirteen and one half years from the date such loan was made available to the Company, and (b) the date that the Feed in Tariff license granted to the relevant SVP expires. Pursuant to the Helios Loan Agreement, the Company pledged all its shares in Eastern and Bluesphere Pavia to secure the outstanding balance under the Helios Loan Agreement. |
WARRANTS LIABILITY (Tables)
WARRANTS LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants Liability Tables | |
Schedule of warrants liability | At each balance sheet date, the Company had the following warrants to purchase common stock outstanding: Fair value Fair value Warrants of Warrants Warrants of Warrants outstanding Liabilities as of outstanding Liabilities as of as of December 31, 2016 as of December 31, 2015 December 31, 2016 (in thousands) December 31, 2015 (in thousands) May 1, 2014 Warrants ($13.00 per share) 11,539 $ 26 11,539 $ — November 2015 Warrants ($6.5 per share) (1) 30,772 155 30,772 175 November 2015 Warrants ($9.75 per share) (1) 30,772 128 30,772 174 November 2015 Warrants ($8.94 per share) (1) 34,462 150 34,462 195 February 3, 2016 Warrants ($7.80 per share) (2) 11,540 42 — — February 2016 Offering ($13.00 per share) (3) 134,617 485 — — February 2016 Offering ($7.87 per share) (3) 21,540 101 — — February 2016 Offering ($14.30 per share) (3) 10,770 36 — — July 2016 Offering ($14.30 per share) (4) 140,515 512 — — July 2016 Offering ($15.73 per share) (4) 7,140 25 — — July 2016 Offering ($10.73 per share) (4) 7,140 30 — — October 2016 Offering ($9.75 per shares) (5) 76,925 353 — — Total 517,732 $ 2,045 107,545 $ 544 Average date to maturity (in years) 4.25 4.78 Average exercise price $ 11.72 $ 8.90 (1) Pursuant to the November 2015 Offering, the Company sold warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $6.5 and warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $9.75. The Warrants are exercisable until December 22, 2020 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $209 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: |
Schedule of fair value inputs of warrants | (1) Pursuant to the November 2015 Offering, the Company sold warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $6.5 and warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $9.75. The Warrants are exercisable until December 22, 2020 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $209 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.74 % Expected term (years) 5 Volatility 202 % The Company engaged Maxim Group LLC (“Maxim”) to assist in the Debenture Offering. Pursuant to the terms of the engagement Maxim received warrants to purchase 34,462shares of Common Stock at an exercise price of $8.94 per share. The Warrants are exercisable until December 22, 2020 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $117 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.74 % Expected term (years) 5 Volatility 202 % (2) On February 3, 2016, the Company issued warrants to purchase up to 11,540shares of our common stock of the Company at an exercise price of $7.80 per share, in full satisfaction of certain obligations of the Company. The Warrants are exercisable until February 2, 2019 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $87 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.20 % Expected term (years) 3 Volatility 203 % (3) Pursuant to the February 2016 Offering, the Company sold warrants to purchase up to 134,617shares of Common Stock at an exercise price per share of $13.00. The Warrants are exercisable until February 14, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $847 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.20 % Expected term (years) 5 Volatility 203 % The Company engaged Maxim Group LLC to assist in the February 2016 Offering. Pursuant to the terms of the engagement Maxim received warrants to purchase 21,540shares of Common Stock at an exercise price of $7.87 per share and warrants to purchase 10,770 shares of Common Stock at an exercise price of $14.30 per share. The Warrants are exercisable until February 14, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $204 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 Risk-free interest rate 1.20 % Expected term (years) 5 Volatility 203 % (4) Pursuant to the July 2016 Offering, the Company sold warrants to purchase up to 140,515 shares of Common Stock at an exercise price per share of $14.30. The Warrants are exercisable until July 25, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $1,140 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.00 % Expected term (years) 5 Volatility 147 % The Company engaged Maxim Group LLC to assist in the July 2016 Offering. Pursuant to the terms of the engagement Maxim received warrants to purchase 7,140 shares of Common Stock at an exercise price of $10.73 per share and warrants to purchase 7,140 shares of Common Stock at an exercise price of $15.73 per share. The Warrants are exercisable until July 25, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $117 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 Risk-free interest rate 1.00 % Expected term (years) 5 Volatility 147 % (5) Pursuant to the October 2016 Offering, the Company sold warrants to purchase up to 76,925 shares of Common Stock at an exercise price per share of $9.75. 51,283 Warrants are exercisable until October 24, 2021 and the balance are exercisable until December 19, 2021. The warrants were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $504 at the date of issuances using the Black-Scholes option pricing model using the following assumptions: % Dividend yield 0 % Risk-free interest rate 1.75-2.04 % Expected term (years) 5 Volatility 77-89 % |
COMMON SHARES (Tables)
COMMON SHARES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of shares of common stock reserved for issuance | The Company had shares of common stock reserved for issuance as follows: Year ended December 31, 2016 2015 Outstanding warrants to purchase common stock 517,732 107,545 Outstanding Options to purchase common stock 5,992 5,992 Approved but not Outstanding Options to purchase common stock — 24,429 Unvested Common Stock under the 2014 Incentive Plan 7,406 56,282 Common Stock reserved under the 2016 Incentive Plan 230,769 — Option to purchase Common Stock reserved under the 2016 Incentive Plan 115,385 — Common Stock reserved under the October 2016 Offering 438,461 — Total shares reserved for issuance 1,315,745 194,248 |
STOCK OPTIONS AND STOCK INCEN39
STOCK OPTIONS AND STOCK INCENTIVE PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock options to employees, officers and directors outstanding | The following table summarizes information about options to employees, officers and directors outstanding at December 31, 2016 under the plans: Options Outstanding Vested and Exercisable Exercise Number of Option Weighted Average Number of Option Weighted $ 74.92 5,992 1.33 5,992 $ 74.92 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The breakdown of the deferred tax asset as of December 31 2016, and 2015 is as follows: 2016 2015 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 9,259 $ 6,768 Valuation allowance (9, 259 ) (6,768 ) $ — $ — |
Summary of valuation allowance of deferred taxes | U.S. dollars in thousands Valuation allowance, December 31, 2015 $ 6,768 Increase 2,491 Valuation allowance, December 31, 2016 $ 9,259 |
Schedule of reconciliation between the theoretical tax expense | Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended December 31, 2016 2015 Loss before taxes, as reported in the consolidated statements of operations $ 7,266 $ 7,462 Federal statutory rate 35 % 35 % Theoretical tax benefit on the above amount at federal statutory tax rate 2,543 2,611 Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (2,491) (2,611 ) Actual tax expense 52 — |
TRANSITION PERIOD FINANCIAL I41
TRANSITION PERIOD FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Transition Period Financial Information Tables | |
Schedule of financial data for the three months | The following table presents selected financial data for the transition period, the three months ended and as of December 31, 2015, and three months ended and as of December 31, 2014, (in thousands, except per share data): Three Month Ended December 31, 2015 2014 (unaudited) Consolidated Statement of Operations data: General and administrative expenses $ 1,106 $ 827 Other losses — 19 Financial expenses. net 144 468 Equity Losses in Nonconsolidated Subsidiaries 38 — Net Loss $ 1,288 $ 1,314 Net loss per common share – basic and diluted $ (0.95 ) $ (3.35 ) Weighted average shares outstanding during the period (basic and diluted) 1,361,628 392,552 Consolidated Balance Sheet (as of December 31, 2014, Unaudited): Total Current Assets $ 404 Total Non-Current Assets 509 Total Assets $ 913 Total Current liabilities $ 1,234 Long Tern Bank Loan 126 Total stockholders’ equity (447 ) Total Liabilities and stockholders’ deficit $ 913 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
General Details Narrative | ||||||||
Cash | $ 242 | $ 416 | $ 1,753 | $ 1,888 | $ 161 | $ 298 | ||
Working capital deficit | 9,669 | |||||||
Stockholders' deficit | (3,811) | (2,224) | $ (6,384) | (3,486) | [1] | $ (2,694) | $ (447) | $ 310 |
Accumulated deficit | $ (48,474) | $ (46,493) | $ (44,692) | |||||
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Affiliated Entity [Member] | Dec. 31, 2016 |
Minimum [Member] | |
Ownership percentage | 20.00% |
Maximum [Member] | |
Ownership percentage | 50.00% |
SIGNIFICANT ACCOUNTING POLICI44
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computers Electronic Equipment and Software [Member] | |
Annual rates of depreciation | 33.00% |
Vehicles [Member] | |
Annual rates of depreciation | 15.00% |
Office Furniture and Equipment [Member] | |
Annual rates of depreciation | 15.00% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | |||
Obligation to issue restricted shares of Common Stock | $ 312 | $ 187 | $ 2,910 |
Deferred payment due to the acquisition of the SPVs | 2,756 | 2,685 | |
Warrants Liability | 1,889 | 2,045 | 544 |
Total liabilities | 4,957 | 4,917 | 3,454 |
Fair Value, Level 1 [Member] | |||
Liabilities: | |||
Obligation to issue restricted shares of Common Stock | 312 | 187 | |
Total liabilities | 312 | 187 | |
Fair Value, Level 3 [Member] | |||
Liabilities: | |||
Obligation to issue restricted shares of Common Stock | 2,910 | ||
Deferred payment due to the acquisition of the SPVs | 2,756 | 2,685 | |
Warrants Liability | 1,889 | 2,045 | 544 |
Total liabilities | $ 4,645 | $ 4,730 | $ 3,454 |
FAIR VALUE MEASUREMENT (Detai46
FAIR VALUE MEASUREMENT (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance at beginning | $ 2,045 | $ 544 | |
Balance at end | 1,889 | 2,045 | $ 544 |
Deferred payment due to the acquisition of the SPVs [Member] | |||
Balance at beginning | 2,685 | 2,910 | |
Increase due to acquisition of the SPVs | 2,910 | ||
Changes in fair value, interest expense and translation adjustments | 71 | (98) | |
Balance at end | $ 2,756 | $ 2,685 | $ 2,910 |
FAIR VALUE MEASUREMENT (Detai47
FAIR VALUE MEASUREMENT (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning | $ 2,045 | $ 544 | |
Issuance of warrants | 181 | 2,839 | 325 |
Changes in fair value | (337) | 1,338 | 219 |
Balance at end | $ 1,889 | $ 2,045 | $ 544 |
FAIR VALUE MEASUREMENT (Detai48
FAIR VALUE MEASUREMENT (Details Narrative) | Mar. 31, 2017 |
Fair Value Disclosures [Abstract] | |
Percentage balance of acquisition price due on third anniversary of closing date | 50.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
General Details Narrative | ||||||||
Cash and cash equivalents | $ 242 | $ 416 | $ 1,753 | $ 1,888 | $ 161 | $ 298 | ||
Working capital | (12,080) | |||||||
Stockholders' deficit | (3,811) | (2,224) | $ (6,384) | (3,486) | [1] | $ (2,694) | $ (447) | $ 310 |
Accumulated deficit | $ (48,474) | $ (46,493) | $ (44,692) | |||||
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
INVESTMENTS IN NONCONSOLIDATE50
INVESTMENTS IN NONCONSOLIDATED AFFILIATES (Details Narrative) - USD ($) | Jan. 30, 2015 | Jan. 07, 2015 | Jan. 07, 2015 | Jan. 30, 2015 | Apr. 08, 2015 |
Feedstock tipping fee excess profits rate | 80.00% | ||||
Rhode Island Development and Indemnification Agreement [Member] | |||||
Ownership percentage | 30.00% | ||||
Feedstock tipping fee excess profits rate | 80.00% | ||||
Business combination, assets and liabilities arising from contingencies, amount recognized, net | $ 1,482,000 | ||||
Amended OERI Purchase Agreement [Member] | |||||
Ownership percentage | 22.75% | ||||
Development fees and reimbursements received | $ 563,000 | ||||
York Renewable Energy Partners LLC [Member] | |||||
Payments to be received upon operation of project | $ 587,000 | ||||
Ownership percentage | 25.00% | 25.00% | |||
Unpaid rate of return | 9.00% | ||||
Feedstock tipping fee excess profits rate | 20.00% | ||||
Unpaid rate of return upon liquidation | 9.00% | ||||
Business combination, assets and liabilities arising from contingencies, amount recognized, net | $ 1,250,000 | $ 1,250,000 | |||
York Renewable Energy Partners LLC [Member] | Amended OERI Purchase Agreement and New OERI Purchase Agreement [Member] | |||||
Feedstock tipping fee excess profits rate | 20.00% | ||||
Unpaid rate of return upon liquidation | 9.00% |
IINVESTMENTS IN NONCONSOLIDATED
IINVESTMENTS IN NONCONSOLIDATED AFFILIATES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Investments in unconsolidated variable interest entities | $ 10,734 | $ 10,137 | $ 7,570 |
Concord Energy Partners [Member] | |||
Investments in unconsolidated variable interest entities | $ 5,960 | $ 4,795 | |
Ownership percentage | 25.00% | 25.00% | |
Rhode Island Energy Partners [Member] | |||
Investments in unconsolidated variable interest entities | $ 4,177 | $ 2,775 | |
Ownership percentage | 22.75% | 22.75% |
INVESTMENTS IN NONCONSOLIDATE52
INVESTMENTS IN NONCONSOLIDATED AFFILIATES (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred revenues from unconsolidated affiliates | $ 5,888 | $ 5,658 | $ 9,052 |
Concord Energy Partners [Member] | |||
Ownership percentage | 25.00% | 25.00% | |
Concord Energy Partners [Member] | Deferred Revenue [Member] | |||
Deferred revenues from unconsolidated affiliates | $ 4,795 | ||
Ownership percentage | 25.00% | 25.00% | |
Rhode Island Energy Partners [Member] | |||
Ownership percentage | 22.75% | 22.75% | |
Rhode Island Energy Partners [Member] | Deferred Revenue [Member] | |||
Deferred revenues from unconsolidated affiliates | $ 4,177 | $ 2,776 | |
Ownership percentage | 22.75% | 22.75% | |
Rhode Island Energy Partners [Member] | Deferred Revenue from Services [Member] | |||
Deferred revenues from unconsolidated affiliates | $ 1,481 | $ 1,481 | |
Ownership percentage | 22.75% | 22.75% |
INVESTMENTS IN NONCONSOLIDATE53
INVESTMENTS IN NONCONSOLIDATED AFFILIATES (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Concord Energy Partners [Member] | ||
Assets | ||
Restricted cash | $ 500 | |
Property, plant and equipment, net of accumulated depreciation | 26,169 | $ 22,878 |
Other assets | 17 | |
Total Assets | 26,669 | 22,895 |
Total Current Liabilities | 652 | 2,127 |
Total membership interest | 26,017 | 20,768 |
Total Liabilities and Membership Interest | 26,669 | 22,895 |
Rhode Island Energy Partners [Member] | ||
Assets | ||
Restricted cash | 751 | |
Property, plant and equipment, net of accumulated depreciation | 19,230 | 15,901 |
Total Assets | 19,981 | 15,901 |
Total Current Liabilities | 142 | 2,224 |
Total membership interest | 19,839 | 13,677 |
Total Liabilities and Membership Interest | $ 19,981 | $ 15,901 |
INVESTMENTS IN NONCONSOLIDATE54
INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES (Details Narrative) | Jul. 17, 2015USD ($) | Jul. 17, 2015EUR (€) | May 14, 2015USD ($) | May 14, 2015EUR (€) | Dec. 31, 2016USD ($) | Aug. 18, 2015EUR (€) |
Nonconsolidated Subsidiaries [Member] | ||||||
Investment in SPV carry value exceeded share of net assets | $ | $ 19,000 | |||||
Performance EBITDA Guarantee [Member] | ||||||
Monthly EBITDA | $ | $ 204,000 | |||||
Annual EBITDA | $ | $ 4,083,000 | |||||
Percentage of excess revenue to be received | 90.00% | 90.00% | ||||
Euro | Performance EBITDA Guarantee [Member] | ||||||
Monthly EBITDA | € 188,000 | |||||
Annual EBITDA | € 3,760,000 | |||||
Share Purchase Agreement [Member] | ||||||
Ownership percentage | 100.00% | 100.00% | ||||
Purchase price | $ | $ 5,647,000 | |||||
Interest rate | 2.00% | 2.00% | ||||
Percentage of purchase price paid at closing | 50.00% | 50.00% | ||||
Reimbursed amount | € 1,160,000 | |||||
EBITDA adjustment | 1.5 | 1.5 | ||||
Share Purchase Agreement [Member] | Minimum [Member] | ||||||
Financed investment SPVS, no repayment (percent) | 70.00% | |||||
Share Purchase Agreement [Member] | Maximum [Member] | ||||||
Financed investment SPVS, no repayment (percent) | 80.00% | |||||
Share Purchase Agreement [Member] | Euro | ||||||
Purchase price | € 5,200,000 | |||||
EBITDA adjustment | 935 | 935 | ||||
Share Purchase Agreement [Member] | Helios Loan Agreement [Member] | ||||||
Financed investment intial SPVS (percent) | 90.00% | |||||
Financed investment subsequentled acquired SPVs (percent) | 80.00% | |||||
Required repayment of loan and broker fees (percent) | 10.00% | |||||
Interest rate | 14.50% | |||||
Percentage of annual operation fee | 1.50% | |||||
Share Purchase Agreement [Member] | Helios Loan Agreement [Member] | Euro | ||||||
Amount available under loan agreement | € 5,000,000 |
INVESTMENTS IN NONCONSOLIDATE55
INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Investments in nonconsolidated subsidiaries, beginning | $ 4,993 | |
Investments in nonconsolidated subsidiaries, ending | 4,429 | $ 4,993 |
Nonconsolidated Subsidiaries [Member] | ||
Investments in nonconsolidated subsidiaries, beginning | 4,993 | |
Investments in nonconsolidated subsidiaries | 5,031 | |
Equity in losses of nonconsolidated subsidiaries | (444) | (38) |
Translation adjustment | (120) | |
Investments in nonconsolidated subsidiaries, ending | $ 4,429 | $ 4,993 |
INVESTMENTS IN NONCONSOLIDATE56
INVESTMENTS IN NONCONSOLIDATED SUBSIDIARIES (Details 1) - Nonconsolidated Subsidiaries [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Current Assets | $ 2,735 | $ 2,753 |
Property, plant and equipment, net of accumulated depreciation | 16,167 | 18,109 |
Other Non-Current Assets | 7,970 | 6,054 |
Total Assets | 26,872 | 26,916 |
Liabilities and Shareholders' Equity | ||
Current Liabilities | 8,221 | 4,697 |
Long Term Liabilities | 14,282 | 17,286 |
Total Liabilities | 22,503 | 21,983 |
Total Shareholders' Equity | 4,369 | 4,933 |
Total Liablities and Shareholders'Equity | $ 26,872 | $ 26,916 |
CURRENT MATURITIES OF DEBENTU57
CURRENT MATURITIES OF DEBENTURES AND LONG TERM LOANS (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Debentures | $ 2,658 | ||
Current Maturities portion of Loan from Helios | [1] | 289 | 516 |
Current Maturities Long Term Loan from Bank | 41 | 32 | |
Total Current Maturities of Debentures and Long Term Loans | $ 2,988 | $ 549 | |
Debentures [Member] | |||
Interest rate | 11.00% | ||
Helios Loan Agreement [Member] | |||
Interest rate | 14.50% | ||
Long Term Loan from Bank [Member] | Minimum [Member] | |||
Interest rate | 1.80% | ||
Long Term Loan from Bank [Member] | Maximum [Member] | |||
Interest rate | 6.00% | ||
[1] | In 2015, the Company entered into a Long Term Mezzanine Loan Agreement (the "Helios Loan Agreement") with Helios Italy Bio-Gas 1 L.P. ("Helios") to finance the acquisition of the SPVs. Under the Helios Loan Agreement, the Company borrowed Euro2,900 ($3,149) at annual interest rate of fourteen and one-half percent (14.5%), paid quarterly. Helios is also entitled to an annual operation fee of one and one-half percent (1.5%), paid quarterly. The final payment of the loan will become due no later than the earlier of (a) thirteen and one half years from the date such loan was made available to the Company, and (b) the date that the Feed in Tariff license granted to the relevant SVP expires. Pursuant to the Helios Loan Agreement, the Company pledged all its shares in Eastern and Bluesphere Pavia to secure the outstanding balance under the Helios Loan Agreement. |
SHORT TERM LOAN (Details Narrat
SHORT TERM LOAN (Details Narrative) - USD ($) $ in Thousands | Dec. 14, 2016 | Oct. 25, 2016 | Jun. 02, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2015 |
Value of common stock issued upon new issue | $ 84 | $ 146 | $ 594 | $ 215 | $ 717 | $ 347 | |
Promissory Notes [Member] | |||||||
Face value of notes and warrants issued | 750 | ||||||
Accrued interest | 39 | ||||||
Value of common stock issued upon new issue | 188 | ||||||
Fair value of warrants issued | $ 322 | ||||||
Percentage of common shares issued | 25.00% | ||||||
Offering [Member] | Investor [Member] | Securities Purchase Agreement [Member] | |||||||
Face value of notes and warrants issued | $ 1,000,000 | ||||||
Funding at closing | 500 | ||||||
Guaranteed financing upon milestone | 250 | ||||||
Additional financing | $ 250 |
ACCRUED SEVERANCE PAY (Details
ACCRUED SEVERANCE PAY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Severance pay expenses | $ 1 | $ 2 | $ 24 |
LONG TERM LOANS AND LIABILITI60
LONG TERM LOANS AND LIABILITIES (Details Narrative) - Helios Loan Agreement [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt amount | $ 3,149 | |
Interest rate | 16.00% | 14.50% |
Percentage of outstanding purchase price | 50.00% | |
Interest on unpaid balance | 2.00% | |
Percentage of annual operation fee | 1.50% | |
Euro | ||
Debt amount | $ 2,900 |
LONG TERM LOANS AND LIABILITI61
LONG TERM LOANS AND LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred payment due to the acquisition of the SPVs | [1] | $ 2,685 | $ 2,910 | |
Long Term portion of Loan from Helios | [2] | 2,607 | 3,149 | |
Total Long-term loans and liabilities | 5,292 | 6,059 | ||
Less: current maturities of Long Term portion of Loan from Helios | [2] | 289 | 516 | |
Long-term loans and liabilities | $ 5,049 | $ 5,003 | $ 5,543 | |
Deferred payment due to the acquisition of the SPVs [Member] | ||||
Interest rate | 2.00% | |||
Helios Loan Agreement [Member] | ||||
Interest rate | 16.00% | 14.50% | ||
Helios Loan Agreement [Member] | ||||
Interest rate | 14.50% | |||
[1] | Represents the remaining balance of fifty percent (50%) of the Purchase Price that is due to the Sellers on the third anniversary of the closing date. This amount will be adjusted to the variation of EBITDA as described above and is promised by a note to each Seller, to be paid on the third anniversary of the closing, along with interest on the unpaid balance due at an annual rate of two percent (2%). The fair value measurement of the fair market value of the remaining balance is based on significant inputs not observed in the market and thus represents a Level 3 measurement, which reflects the Company's own assumptions in measuring fair value. The Company estimated the fair value of the remaining balance using the discounted cash flow model. Key assumptions include the level and timing of the expected future payment and discount rate consistent with the level of risk and economy in general. The balance of the Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. | |||
[2] | In 2015, the Company entered into a Long Term Mezzanine Loan Agreement (the "Helios Loan Agreement") with Helios Italy Bio-Gas 1 L.P. ("Helios") to finance the acquisition of the SPVs. Under the Helios Loan Agreement, the Company borrowed Euro2,900 ($3,149) at annual interest rate of fourteen and one-half percent (14.5%), paid quarterly. Helios is also entitled to an annual operation fee of one and one-half percent (1.5%), paid quarterly. The final payment of the loan will become due no later than the earlier of (a) thirteen and one half years from the date such loan was made available to the Company, and (b) the date that the Feed in Tariff license granted to the relevant SVP expires. Pursuant to the Helios Loan Agreement, the Company pledged all its shares in Eastern and Bluesphere Pavia to secure the outstanding balance under the Helios Loan Agreement. |
DEBENTURES (Details Narrative)
DEBENTURES (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands | Dec. 23, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2016USD ($) | May 18, 2016$ / shares | Nov. 01, 2015USD ($)$ / sharesshares |
Exercise price (in dollars per shares) | $ 7.54 | ||||
Amortization expenses of debenture | € 11 | $ 298 | |||
Senior Debentures [Member] | |||||
Offering amount | $ | $ 3,000 | ||||
Number of shares called by warrant | shares | 61,544 | ||||
Gross proceeds from debenture offering subscription agreement | $ | $ 3,000 | ||||
Senior Debentures [Member] | First 50% [Member] | |||||
Exercise price (in dollars per shares) | $ 0.05 | ||||
Senior Debentures [Member] | Second 50% [Member] | |||||
Exercise price (in dollars per shares) | $ 0.075 |
SHORT TERM LOAN AND DEBENTURES
SHORT TERM LOAN AND DEBENTURES (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 24, 2017USD ($)Number | Feb. 14, 2017USD ($)$ / sharesshares | Feb. 07, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares | Mar. 14, 2017$ / sharesshares | Oct. 25, 2016shares | May 18, 2016$ / shares | Dec. 31, 2015$ / shares | Nov. 01, 2015shares |
Proceeds from short term loans | $ 750 | $ 50 | $ 750 | ||||||||
Exercise price (in dollars per shares) | $ / shares | $ 7.54 | ||||||||||
Warrant [Member] | |||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 11.72 | $ 8.90 | |||||||||
October 2016 Financing Agreement [Member] | |||||||||||
Proceeds from short term loans | $ 250 | ||||||||||
Number of shares called by warrants | shares | 76,925 | ||||||||||
October 2016 Financing Agreement [Member] | Warrant [Member] | |||||||||||
Number of shares called by warrants | shares | 25,642 | 25,642 | |||||||||
Description of warrant exercise price | the lesser of (i) 80% of the per share price of the Company’s common stock in a public offering of up to $15 million of its securities (the “Public Offering”), (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing | ||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 9.75 | $ 9.75 | |||||||||
Percentage of per share price of common stock in public offering | 80.00% | ||||||||||
Percentage of unit offering price in public offering | 80.00% | ||||||||||
Public offering amount | $ 15,000 | ||||||||||
Senior Debentures [Member] | |||||||||||
Principal balance | $ 2,000 | ||||||||||
Debt amendment description | amending the Debentures to provide that some or all of the principal balance, and accrued but unpaid interest thereon, is convertible into shares of Common Stock at the holders’ election, with such right to convert beginning on the six (6) month anniversary of the Debenture Amendment and ending ten (10) days prior to the date the Debenture matures | ||||||||||
Terms of conversion feature | The conversion price shall be (a) equal to 80% of the average reported closing price of the Common Stock on The NASDAQ Capital Market, calculated using the five (5) trading days immediately following the up-list to The NASDAQ Capital Market, or (b) if the up-list has not occurred, equal to 80% of the average reported closing price of the Common Stock on the OTCQB Venture Marketplace, calculated using the five (5) trading days immediately preceding the date of the conversion notice. | ||||||||||
Percentage of average reported closing price for conversion price calculation | 80.00% | ||||||||||
Trading days used in calculation of conversion price | Number | 5 | ||||||||||
Number of shares called by warrants | shares | 61,544 | ||||||||||
Viskoben Loan Agreement [Member] | |||||||||||
Debt face amount | $ 200 | ||||||||||
Interest rate | 30.00% | ||||||||||
Interest rate - quarterly | 10.00% | ||||||||||
Debt term | 90 days |
WARRANTS LIABILITY (Details Nar
WARRANTS LIABILITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | May 18, 2016 | Dec. 31, 2015 | |
Exercise price (in dollars per shares) | $ 7.54 | ||
November 2015 Warrants [Member] | |||
Exercise price (in dollars per shares) | $ 6.50 | ||
November 2015 Warrants [Member] | |||
Exercise price (in dollars per shares) | $ 9.75 | ||
November 2015 Offering [Member] | |||
Exercisable date of warrants | Dec. 22, 2020 | ||
Estimated fair value of warrants | $ 209 | ||
November 2015 Offering [Member] | Maxim Group LLC [Member] | |||
Exercise price (in dollars per shares) | $ 0.06875 | ||
Exercisable date of warrants | Dec. 22, 2020 | ||
Estimated fair value of warrants | $ 117 | ||
Warrant [Member] | |||
Exercise price (in dollars per shares) | $ 11.72 | $ 8.90 | |
February 3, 2016 Warrants [Member] | |||
Exercise price (in dollars per shares) | $ 8.40 | ||
Exercisable date of warrants | Feb. 2, 2019 | ||
Estimated fair value of warrants | $ 87 | ||
February 2016 Offering [Member] | |||
Exercise price (in dollars per shares) | $ 13 | ||
Exercisable date of warrants | Feb. 14, 2021 | ||
Estimated fair value of warrants | $ 847 | ||
February 2016 Offering [Member] | |||
Exercise price (in dollars per shares) | $ 7.87 | ||
February 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercise price (in dollars per shares) | 0.0605 | ||
February 2016 Offering [Member] | |||
Exercise price (in dollars per shares) | 14.30 | ||
February 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercise price (in dollars per shares) | $ 0.11 | ||
February 2016 Offering [Member] | |||
Exercisable date of warrants | Jul. 25, 2021 | ||
February 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercisable date of warrants | Feb. 14, 2021 | ||
Estimated fair value of warrants | $ 204 | ||
July 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercise price (in dollars per shares) | $ 0.11 | ||
Estimated fair value of warrants | $ 1,140 | ||
July 2016 Offering [Member] | |||
Exercise price (in dollars per shares) | $ 10.73 | ||
July 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercise price (in dollars per shares) | 0.121 | ||
July 2016 Offering [Member] | |||
Exercise price (in dollars per shares) | 15.73 | ||
July 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercise price (in dollars per shares) | $ 0.083 | ||
July 2016 Offering [Member] | Maxim Group LLC [Member] | |||
Exercisable date of warrants | Jul. 25, 2021 | ||
Estimated fair value of warrants | $ 117 | ||
October 2016 Offering [Member] | |||
Exercise price (in dollars per shares) | $ 9.75 | ||
Exercisable date of warrants | Oct. 24, 2021 | ||
Estimated fair value of warrants | $ 504 | ||
Warrants exercisable | 51,283 | ||
Exercisable date of balance warrants | Dec. 19, 2021 |
WARRANTS LIABILITY (Details)
WARRANTS LIABILITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 21, 2015 | Dec. 21, 2016 | Dec. 31, 2016 | May 18, 2016 | Dec. 31, 2015 | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Average exercise price | $ 7.54 | |||||
May 1, 2014 Warrants [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | 11,539 | 11,539 | ||||
Fair value of Warrants Liabilities | $ 26 | |||||
Average exercise price | $ 13 | |||||
November 2015 Warrants [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [1] | 30,772 | 30,772 | |||
Fair value of Warrants Liabilities | [1] | $ 155 | $ 175 | |||
Average exercise price | $ 6.50 | |||||
November 2015 Warrants [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [1] | 30,772 | 30,772 | |||
Fair value of Warrants Liabilities | [1] | $ 128 | $ 174 | |||
Average exercise price | $ 9.75 | |||||
November 2015 Warrants [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [1] | 34,462 | 34,462 | |||
Fair value of Warrants Liabilities | [1] | $ 150 | $ 195 | |||
Average exercise price | $ 8.94 | |||||
February 3, 2016 Warrants [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [2] | 11,540 | ||||
Fair value of Warrants Liabilities | [2] | $ 42 | ||||
Average exercise price | $ 8.40 | |||||
February 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [3] | 134,617 | ||||
Fair value of Warrants Liabilities | [3] | $ 485 | ||||
Average exercise price | $ 13 | |||||
February 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [3] | 21,540 | ||||
Fair value of Warrants Liabilities | [3] | $ 101 | ||||
Average exercise price | $ 7.87 | |||||
February 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [3] | 10,770 | ||||
Fair value of Warrants Liabilities | [3] | $ 36 | ||||
Average exercise price | $ 14.30 | |||||
July 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [4] | 140,515 | ||||
Fair value of Warrants Liabilities | [4] | $ 512 | ||||
Average exercise price | $ 14.30 | |||||
July 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [4] | 7,140 | ||||
Fair value of Warrants Liabilities | [4] | $ 25 | ||||
Average exercise price | $ 10.73 | |||||
July 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [4] | 7,140 | ||||
Fair value of Warrants Liabilities | [4] | $ 30 | ||||
Average exercise price | $ 15.73 | |||||
October 2016 Offering [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | [5] | 76,925 | ||||
Fair value of Warrants Liabilities | [5] | $ 353 | ||||
Average exercise price | $ 9.75 | |||||
Warrant [Member] | ||||||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||||||
Warrants outstanding | 517,732 | 107,545 | ||||
Fair value of Warrants Liabilities | $ 2,045 | $ 544 | ||||
Average date to maturity (in years) | 4 years 9 months 11 days | 4 years 3 months | ||||
Average exercise price | $ 11.72 | $ 8.90 | ||||
[1] | Pursuant to the November 2015 Offering, the Company sold warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $6.5 and warrants to purchase up to 30,772 shares of Common Stock at an exercise price per share of $9.75. The Warrants are exercisable until December 22, 2020 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $209 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: | |||||
[2] | On February 3, 2016, the Company issued warrants to purchase up to 11,540shares of our common stock of the Company at an exercise price of $7.80 per share, in full satisfaction of certain obligations of the Company. The Warrants are exercisable until February 2, 2019 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $87 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: | |||||
[3] | Pursuant to the February 2016 Offering, the Company sold warrants to purchase up to 134,617shares of Common Stock at an exercise price per share of $13.00. The Warrants are exercisable until February 14, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $847 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: | |||||
[4] | Pursuant to the July 2016 Offering, the Company sold warrants to purchase up to 140,515 shares of Common Stock at an exercise price per share of $14.30. The Warrants are exercisable until July 25, 2021 and were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $1,140 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: | |||||
[5] | Pursuant to the October 2016 Offering, the Company sold warrants to purchase up to 76,925 shares of Common Stock at an exercise price per share of $9.75. 51,283 Warrants are exercisable until October 24, 2021 and the balance are exercisable until December 19, 2021. The warrants were accounted for as derivative liabilities. The Company has estimated the fair value of such warrants at a value of $504 at the date of issuances using the Black-Scholes option pricing model using the following assumptions: |
WARRANTS LIABILITY (Details 1)
WARRANTS LIABILITY (Details 1) - November 2015 Offering [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.74% |
Expected term (years) | 5 years |
Volatility | 202.00% |
WARRANTS LIABILITY (Details 2)
WARRANTS LIABILITY (Details 2) - Maxim Group LLC [Member] - November 2015 Warrants [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.74% |
Expected term (years) | 5 years |
Volatility | 202.00% |
WARRANTS LIABILITY (Details 3)
WARRANTS LIABILITY (Details 3) - February 3, 2016 Warrants [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.20% |
Expected term (years) | 3 years |
Volatility | 203.00% |
WARRANTS LIABILITY (Details 4)
WARRANTS LIABILITY (Details 4) - February 2016 Offering [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.20% |
Expected term (years) | 5 years |
Volatility | 203.00% |
WARRANTS LIABILITY (Details 5)
WARRANTS LIABILITY (Details 5) - Maxim Group LLC [Member] - February 2016 Offering [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.20% |
Expected term (years) | 5 years |
Volatility | 203.00% |
WARRANTS LIABILITY (Details 6)
WARRANTS LIABILITY (Details 6) - July 2016 Offering [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.00% |
Expected term (years) | 5 years |
Volatility | 147.00% |
WARRANTS LIABILITY (Details 7)
WARRANTS LIABILITY (Details 7) - Maxim Group LLC [Member] - July 2016 Offering [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Dividend yield | 0.00% |
Risk-free interest rate | 1.00% |
Expected term (years) | 5 years |
Volatility | 147.00% |
WARRANTS LIABILITY (Details 8)
WARRANTS LIABILITY (Details 8) - October 2016 Offering [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Dividend yield | 0.00% |
Expected term (years) | 5 years |
Minimum [Member] | |
Risk-free interest rate | 1.75% |
Volatility | 77.00% |
Maximum [Member] | |
Risk-free interest rate | 2.04% |
Volatility | 89.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2016 | Dec. 02, 2015 | Jun. 02, 2015 | Jul. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2015 | Dec. 18, 2015 |
Common shares issued in offerings (shares) | 58,909 | 107,160 | |||||||
Value of common stock issued upon new issue | $ 84 | $ 146 | $ 594 | $ 215 | $ 717 | $ 347 | |||
Mr. Shlomi Palas [Member] | Promissory Note [Member] | |||||||||
Debt face amount | $ 129 | ||||||||
Accredited Investors [Member] | Offering [Member] | |||||||||
Aggregate gross proceeds from closings of offerings | $ 225 | $ 250 | |||||||
Share price (in dollars per share) | $ 1.352 | $ 2.288 | |||||||
Common shares issued in offerings (shares) | 166,069 |
CONTINGENT AND COMMITMENTS (Det
CONTINGENT AND COMMITMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2017 | Oct. 26, 2016 | Apr. 23, 2012 |
Loss Contingencies [Line Items] | |||
Value of transferring or dissipating assets | $ 1,601 | ||
Date of complaint | Mar. 15, 2017 | ||
Name of complainant | Prassas Capital, LLC | ||
Description of complaint | alleging breach of contract | ||
Description of damages sought | (a) unpaid fees in the amount of $1,601 plus interest, (b) issuance of an order of prejudgment attachment and garnishment on the Company’s bank accounts, other property held by the Company and all payments owed to the Company from third parties, (c) an injunction restraining the Company from transferring funds or property outside of the court’s jurisdiction or alternatively that the court appoint a receiver to manage, operate, control and take possession of the Company’s assets, and (d) a declaration that Prassas Capital, LLC has been granted a contractual right to purchase 53,847 shares of Common Stock at a price of $6.50 per share (after giving effect to the reverse stock split described below) | ||
Domicile of litigation | Western District of North Carolina | ||
Unpaid fees sought as damages | $ 1,601 | ||
Shares of common stock | 53,847 | ||
Price per share | $ 6.50 | ||
JS Barkats PLLC [Member] | |||
Loss Contingencies [Line Items] | |||
Legal fees | $ 428 | ||
Legal fees including interest | $ 652 | ||
Value of transferring or dissipating assets | $ 652 | ||
Unpaid fees sought as damages | $ 652 |
COMMON SHARES (Details Narrativ
COMMON SHARES (Details Narrative) | Dec. 20, 2016shares | Dec. 14, 2016USD ($)shares | Aug. 16, 2016shares | Aug. 07, 2016shares | Jul. 17, 2015USD ($)shares | Jul. 06, 2015USD ($)shares | Jul. 01, 2015USD ($)shares | Jun. 15, 2015USD ($)shares | Jun. 12, 2015USD ($)shares | Jun. 02, 2015USD ($)shares | Apr. 15, 2015USD ($)shares | Apr. 13, 2015USD ($)shares | Mar. 12, 2015USD ($)shares | Jan. 05, 2015USD ($)$ / sharesshares | Dec. 08, 2014shares | Oct. 28, 2014shares | Oct. 03, 2014USD ($)$ / sharesshares | Aug. 31, 2015USD ($)shares | Jul. 31, 2015USD ($)shares | May 31, 2015USD ($)shares | Mar. 19, 2015USD ($)shares | Oct. 31, 2014USD ($)Number | Jun. 30, 2015USD ($)shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 31, 2015USD ($)Number | Dec. 31, 2016USD ($) | Sep. 30, 2015USD ($) | May 18, 2016$ / shares |
Issuance of shares for services (in shares) | 6,538 | 3,077 | 1,100 | |||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 132,000 | $ 385,000 | $ 136,000 | $ 745,000 | $ 1,574,000 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 58,909 | 107,160 | ||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 84,000 | $ 146,000 | $ 594,000 | $ 215,000 | $ 717,000 | $ 347,000 | ||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 1,480,716 | |||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 577,387 | |||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 7.54 | |||||||||||||||||||||||||||||
Service Agreement [Member] | ||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 2,577 | |||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 839 | 61,808 | 25,000 | 47,037 | 28,962 | |||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 14,000 | $ 199,000 | $ 136,000 | $ 738,000 | $ 150,000 | |||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 42,000 | |||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 3,631 | |||||||||||||||||||||||||||||
Dr. Borenstein Ltd (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||
Non-US Personnel (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 17,832 | |||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 39,000 | |||||||||||||||||||||||||||||
Non-US Entity (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 18,681 | 15,384 | ||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 51,000 | $ 32,000 | ||||||||||||||||||||||||||||
Dr. Borenstein Ltd (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 65,268 | 12,538 | ||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 140,000 | $ 48,000 | ||||||||||||||||||||||||||||
Number of shares options to purchase | 7,692 | |||||||||||||||||||||||||||||
Value of common stock options | $ | $ 158,000 | |||||||||||||||||||||||||||||
Non-US Person (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 3,205 | |||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 25,000 | |||||||||||||||||||||||||||||
Carter Terry [Member] | ||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 2 | |||||||||||||||||||||||||||||
Non-US Citizen (Consulting Agreement) [Member] | ||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 15,385 | |||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 217,000 | |||||||||||||||||||||||||||||
Number of shares options to purchase | 3,846 | |||||||||||||||||||||||||||||
Exercise price of options (in dollars per share) | $ / shares | $ .13 | |||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 11,538 | |||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 34,000 | |||||||||||||||||||||||||||||
Non-US Person (Financial Advisor & Investment Banker Settlement Agreement) [Member] | ||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 8,679 | |||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 13,000 | |||||||||||||||||||||||||||||
Maxim Group LLC [Member] | ||||||||||||||||||||||||||||||
Issuance of shares for services (in shares) | 26,726 | |||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 34,000 |
COMMON SHARES (Details Narrat77
COMMON SHARES (Details Narrative 1) - USD ($) | Mar. 13, 2017 | Mar. 02, 2017 | Jan. 31, 2017 | Dec. 30, 2016 | Dec. 20, 2016 | Dec. 14, 2016 | Oct. 25, 2016 | Sep. 15, 2016 | Aug. 16, 2016 | Aug. 07, 2016 | Jul. 14, 2016 | Jun. 26, 2016 | Jun. 13, 2016 | Jun. 02, 2016 | May 18, 2016 | Apr. 13, 2016 | Mar. 15, 2016 | Feb. 15, 2016 | Feb. 01, 2016 | Jan. 26, 2016 | Jun. 02, 2015 | Jul. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2015 | Jun. 17, 2016 |
Issuance of common stock (in shares) | 58,909 | 107,160 | |||||||||||||||||||||||||||
Issuance of shares for services (shares) | 6,538 | 3,077 | 1,100 | ||||||||||||||||||||||||||
Issuance of shares for services | $ 41,000 | $ 50,000 | $ 24,000 | $ 11,000 | $ 132,000 | $ 385,000 | $ 136,000 | $ 73,000 | $ 745,000 | $ 1,574,000 | |||||||||||||||||||
Warrant exercise term | 1 year 6 months | ||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 7.54 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (shares) | 5,385 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | $ 41,000 | ||||||||||||||||||||||||||||
Amount of issuance of common stock | $ 84,000 | $ 146,000 | 594,000 | $ 215,000 | $ 717,000 | $ 347,000 | |||||||||||||||||||||||
Number of shares cancel | 654 | ||||||||||||||||||||||||||||
2014 Incentive Plan [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 54,642 | ||||||||||||||||||||||||||||
Issuance of shares for services | $ 632,000 | ||||||||||||||||||||||||||||
Global Share and Options Incentive Enhancement Plan (2014) [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 44,423 | ||||||||||||||||||||||||||||
Issuance of shares for services | $ 386,000 | ||||||||||||||||||||||||||||
Mr. Joshua Shoham [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 7,308 | ||||||||||||||||||||||||||||
Mr. Amitzur [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 6,538 | ||||||||||||||||||||||||||||
Issuance of shares for services | $ 24,000 | ||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 2,308 | ||||||||||||||||||||||||||||
Issuance of shares for services | $ 20,000 | ||||||||||||||||||||||||||||
Mr. Shlomi Palas [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 85,000 | ||||||||||||||||||||||||||||
February 2016 Offering [Member] | |||||||||||||||||||||||||||||
Gross proceeds from subscription agreement | $ 1,925,000 | ||||||||||||||||||||||||||||
Warrant exercise term | 5 years | ||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 13 | ||||||||||||||||||||||||||||
Securities sold in offering (percent) | 50.00% | ||||||||||||||||||||||||||||
Stock shares subscribed | 269,231 | ||||||||||||||||||||||||||||
Stock price | $ 7.15 | ||||||||||||||||||||||||||||
Number of shares called by warrant | 134,617 | ||||||||||||||||||||||||||||
February 2016 Offering [Member] | Maxim Group LLC [Member] | |||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 7.87 | ||||||||||||||||||||||||||||
Number of shares called by warrant | 21,540 | ||||||||||||||||||||||||||||
February 2016 Offering [Member] | Maxim Group LLC [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Stock shares subscribed | 10,770 | ||||||||||||||||||||||||||||
Stock price | $ 14.30 | ||||||||||||||||||||||||||||
Commision rate (percent) | 7.00% | ||||||||||||||||||||||||||||
July 2015 Offering Subscription Agreements [Member] | |||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 107,160 | ||||||||||||||||||||||||||||
Amount of issuance of common stock | $ 146,000 | ||||||||||||||||||||||||||||
June 2016 Offering [Member] | |||||||||||||||||||||||||||||
Gross proceeds from subscription agreement | $ 3,000,000 | ||||||||||||||||||||||||||||
Securities sold in offering (percent) | 100.00% | ||||||||||||||||||||||||||||
Stock price | $ 0.011 | ||||||||||||||||||||||||||||
June 2016 Offering [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 1,000,000 | ||||||||||||||||||||||||||||
Gross proceeds from subscription agreement | $ 1,370,000 | ||||||||||||||||||||||||||||
Warrant exercise term | 5 years | ||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 14.30 | ||||||||||||||||||||||||||||
Stock shares subscribed | 140,515 | ||||||||||||||||||||||||||||
Stock price | $ 9.75 | ||||||||||||||||||||||||||||
Number of shares called by warrant | 140,515 | ||||||||||||||||||||||||||||
June 2016 Offering [Member] | Maxim Group LLC [Member] | |||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 10.73 | ||||||||||||||||||||||||||||
Stock shares subscribed | 7,140 | ||||||||||||||||||||||||||||
Stock price | $ 15.73 | ||||||||||||||||||||||||||||
Number of shares called by warrant | 7,140 | ||||||||||||||||||||||||||||
June 2016 Offering [Member] | Maxim Group LLC [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Commision rate (percent) | 4.44% | ||||||||||||||||||||||||||||
Consultant One [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 17,949 | 3,846 | 6,731 | 4,153 | |||||||||||||||||||||||||
Issuance of shares for services | $ 87,000 | $ 20,000 | $ 42,000 | $ 108,000 | |||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 7,692 | 7,692 | 654 | ||||||||||||||||||||||||||
Issuance of shares for services | $ 89,000 | $ 5,685 | $ 10,000 | ||||||||||||||||||||||||||
Consultant Two [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services (shares) | 3,847 | 3,846 | |||||||||||||||||||||||||||
Issuance of shares for services | $ 6,000 | $ 34,000 | |||||||||||||||||||||||||||
Subscription Agreements [Member] | |||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 3,846 | 7,692 | |||||||||||||||||||||||||||
Issuance of shares for services (shares) | 58,909 | ||||||||||||||||||||||||||||
Issuance of shares for services | $ 84,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services | $ 250,000 | $ 500,000 | |||||||||||||||||||||||||||
Number of shares called by warrant | 76,925 | ||||||||||||||||||||||||||||
Mutual Agreement [Member] | |||||||||||||||||||||||||||||
Issuance of shares for services | $ 250,000 | ||||||||||||||||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Value of share repurchase program | $ 500,000 | ||||||||||||||||||||||||||||
Number of shares authorized for repurchase | 57,491 |
COMMON SHARES (Details Narrat78
COMMON SHARES (Details Narrative 2) | Mar. 31, 2017USD ($)shares | Mar. 24, 2017 | Mar. 14, 2017USD ($)$ / sharesshares | Mar. 13, 2017USD ($)shares | Mar. 02, 2017USD ($)shares | Feb. 21, 2017USD ($)shares | Jan. 31, 2017USD ($)shares | Dec. 20, 2016USD ($)shares | Oct. 25, 2016USD ($)shares | Sep. 15, 2016USD ($)shares | Aug. 16, 2016USD ($)shares | Aug. 07, 2016USD ($)shares | Apr. 13, 2016USD ($)shares | Feb. 01, 2016USD ($)shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / shares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Feb. 14, 2017$ / sharesshares | May 18, 2016$ / shares | Aug. 08, 2014USD ($)$ / shares |
Reverse stock split description | (i) every one hundred and thirty shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 130-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 130-for-1 basis | ||||||||||||||||||||||
Reverse stock split ratio | 0.0077 | 0.0077 | |||||||||||||||||||||
Issuance of shares for services (in shares) | 6,538 | 3,077 | 1,100 | ||||||||||||||||||||
Fair value of shares issued for services | $ | $ 41,000 | $ 50,000 | $ 24,000 | $ 11,000 | $ 132,000 | $ 385,000 | $ 136,000 | $ 73,000 | $ 745,000 | $ 1,574,000 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 7.54 | ||||||||||||||||||||||
Consultant One [Member] | |||||||||||||||||||||||
Issuance of shares for services (in shares) | 17,949 | 3,846 | 6,731 | 4,153 | |||||||||||||||||||
Fair value of shares issued for services | $ | $ 87,000 | $ 20,000 | $ 42,000 | $ 108,000 | |||||||||||||||||||
Amount of shares to be issued, per letter agreement | $ | $ 350,000 | ||||||||||||||||||||||
Price per share, per letter agreement | $ / shares | $ 19.50 | ||||||||||||||||||||||
Consultant Two [Member] | |||||||||||||||||||||||
Issuance of shares for services (in shares) | 3,847 | 3,846 | |||||||||||||||||||||
Fair value of shares issued for services | $ | $ 6,000 | $ 34,000 | |||||||||||||||||||||
Global Share and Options Incentive Enhancement Plan (2014) [Member] | |||||||||||||||||||||||
Issuance of shares for services (in shares) | 7,406 | ||||||||||||||||||||||
Fair value of shares issued for services | $ | $ 47,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 8.90 | $ 11.72 | |||||||||||||||||||||
October 2016 Financing Agreement [Member] | |||||||||||||||||||||||
Fair value of shares issued for services | $ | $ 250,000 | $ 500,000 | |||||||||||||||||||||
Proceeds from private placement | $ | $ 250,000 | ||||||||||||||||||||||
Number of shares called by warrants | 76,925 | ||||||||||||||||||||||
October 2016 Financing Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||
Number of shares called by warrants | 25,642 | 25,642 | |||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 9.75 | $ 9.75 | |||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||
Issuance of shares for services (in shares) | 3,109 | ||||||||||||||||||||||
Former Chief Financial Officer [Member] | |||||||||||||||||||||||
Issuance of shares for services (in shares) | 2,692 | ||||||||||||||||||||||
Directors [Member] | Global Share and Options Incentive Enhancement Plan (2014) [Member] | |||||||||||||||||||||||
Share based compensation (in shares) | 19,576 | ||||||||||||||||||||||
Fair value of shares issued as share based compensation | $ | $ 170,000 |
COMMON SHARES (Details)
COMMON SHARES (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] | ||
Outstanding warrants to purchase common stock | 517,732 | 107,545 |
Outstanding Options to purchase common stock | 5,992 | 5,992 |
Approved but not Outstanding Options to purchase common stock | 24,429 | |
Unvested Common Stock under the 2014 Incentive Plan | 7,406 | 56,282 |
Common Stock reserved under the 2016 Incentive Plan | 230,769 | |
Option to purchase Common Stock reserved under the 2016 Incentive Plan | 115,385 | |
Common Stock reserved under the October 2016 Offering | 438,461 | |
Total shares reserved for issuance | 1,315,745 | 194,248 |
STOCK OPTIONS AND STOCK INCEN80
STOCK OPTIONS AND STOCK INCENTIVE PLANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2015 | Dec. 31, 2016 | Dec. 31, 2016 |
Stock Option [Member] | |||
Aggregated intrinsic value vested and exercisable options | $ 0 | $ 0 | |
Weighted average contractual term | 1 year 3 months 29 days | ||
Intrinsic value of options | $ 9 | $ 9 | |
2010 Plan [Member] | |||
Number of shares available under plan | 19,813 | ||
Common stock issued under plan | 19,813 | ||
2014 Plan [Member] | |||
Number of shares available under plan | 100,775 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||
2014 Plan [Member] | Stock Option [Member] | |||
Number of shares available under plan | 24,423 | ||
Share price (in dollars per share) | $ 18.20 | ||
2016 Plan [Member] | |||
Common stock issued under plan | 82,564 | ||
Number of shares permits to issue under plan | 230,769 | 230,769 | |
2016 Plan [Member] | Stock Option [Member] | |||
Number of shares available under plan | 115,384 | 115,384 | |
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years |
STOCK OPTIONS AND STOCK INCEN81
STOCK OPTIONS AND STOCK INCENTIVE PLANS (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of options: | |
Outstanding | shares | 5,992 |
Number of options vested and exercisable | shares | 5,992 |
Weighted Average Exercise Price: | |
Outstanding | $ / shares | $ 74.92 |
Number of options vested and exercisable | $ / shares | $ 74.92 |
Weighted Average Remaining Contractual Life (Years) | 1 year 3 months 29 days |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statutory income tax rate | 35.00% | 35.00% | ||
Net operating loss carry-forward | $ 20,635 | |||
Israeli Subsidiaries [Member] | ||||
Effective income tax rate | 23.00% | 24.00% | 25.00% | 26.50% |
Net operating loss carry-forward | $ 4,114 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 9,259 | $ 6,768 |
Valuation allowance | $ (9,259) | $ (6,768) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance, begining | $ 6,768 |
Increase | 2,491 |
Valuation allowance, ending | $ 9,259 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes, as reported in the consolidated statements of operations | $ 7,266 | $ 7,462 |
Federal statutory rate | 35.00% | 35.00% |
Theoretical tax benefit on the above amount at federal statutory tax rate | $ 2,543 | $ 2,611 |
Losses and other items for which a valuation allowance was provided or benefit from loss carry forward | (2,491) | $ (2,611) |
Actual tax expense | $ 52 |
TRANSITION PERIOD FINANCIAL I86
TRANSITION PERIOD FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2015 | ||
Transition Period Financial Information Details | |||||||
General and administrative expenses | $ 1,194 | $ 2,082 | $ 1,106 | $ 827 | $ 7,516 | $ 5,317 | |
Other losses | 19 | ||||||
Financial expenses. net | 144 | 468 | |||||
Equity Losses in Non- Consolidated Subsidiaries | 38 | ||||||
Net Loss | $ 1,981 | $ 3,881 | $ 1,288 | $ 1,314 | $ 1,801 | $ 7,462 | |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.91) | $ (2.59) | $ (.95) | $ (3.35) | $ (.99) | $ (11.39) | |
Weighted average number of common shares outstanding during the period - basic and diluted (in shares) | 2,165,433 | 1,497,375 | [1] | 1,361,628 | 392,552 | 1,814,668 | 654,859 |
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
TRANSITION PERIOD FINANCIAL I87
TRANSITION PERIOD FINANCIAL INFORMATION (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Transition Period Financial Information Details 1 | ||||||||
Total Current Assets | $ 1,811 | $ 1,905 | $ 3,303 | $ 404 | ||||
Total Non-Current Assets | 509 | |||||||
Total assets | 17,156 | 16,521 | 15,896 | 913 | ||||
Total Current liabilities | 13,891 | 11,574 | 10,808 | 1,234 | ||||
Long Tern Bank Loan | 125 | 112 | 127 | 126 | ||||
Total stockholders' equity | (3,811) | (2,224) | $ (6,384) | (3,486) | [1] | $ (2,694) | (447) | $ 310 |
Total liabilities and Stockholders' Deficit | $ 17,156 | $ 16,521 | $ 15,896 | $ 913 | ||||
[1] | Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Dec. 14, 2016 | Jun. 02, 2015 | Feb. 13, 2017 | Feb. 07, 2017 |
Issuance of common stock (in shares) | 58,909 | 107,160 | ||||
Loans Agreement [Member] | ||||||
Debt amount | $ 200,000 | |||||
Interest rate | 30.00% | |||||
Subsequent Event [Member] | Loans Agreement [Member] | ||||||
Debt amount | $ 200,000 | |||||
Interest rate | 10.00% | |||||
Subsequent Event [Member] | Non-Employee Director Compensation Policy [Member] | Eligible Director [Member] | ||||||
Annual cash retainer | $ 20,000 | |||||
Value of stock awards paid quarterly | 13,000 | |||||
Meeting fees (in person) | 500 | |||||
Meeting fees (teleconference) | 500 | |||||
Special meeting fees of Board | 250 | |||||
Meeting fees of a committees of the Board | $ 500 | |||||
Meeting fees of a committees of the Board (percent) | 50.00% | |||||
Subsequent Event [Member] | Chief Financial Officer [Member] | ISRAEL | ||||||
Issuance of common stock (in shares) | 3,109 | |||||
Subsequent Event [Member] | Chief Financial Officer [Member] | UNITED STATES | ||||||
Issuance of common stock (in shares) | 2,692 |
SUBSEQUENT EVENTS (Details Na89
SUBSEQUENT EVENTS (Details Narrative 1) - USD ($) | May 11, 2017 | Apr. 17, 2017 | Apr. 13, 2017 | Mar. 14, 2017 | Feb. 14, 2017 | Feb. 01, 2017 | Dec. 14, 2016 | Jun. 02, 2015 | Dec. 31, 2016 | Oct. 25, 2016 | May 18, 2016 | Dec. 31, 2015 |
Exercise price (in dollars per share) | $ 7.54 | |||||||||||
Issuance of common stock (in shares) | 58,909 | 107,160 | ||||||||||
Warrant [Member] | ||||||||||||
Exercise price (in dollars per share) | $ 11.72 | $ 8.90 | ||||||||||
Subsequent Event [Member] | Directors [Member] | Non-Employee Director Compensation Policy [Member] | ||||||||||||
Share based compensation (in shares) | 7,840 | |||||||||||
Fair value of shares issued as share based compensation | $ 50,000 | |||||||||||
Annual cash retainer | $ 20,000 | |||||||||||
Value of stock awards paid quarterly | 13,000 | |||||||||||
Meeting fees (in person) | 500 | |||||||||||
Meeting fees (teleconference) | 500 | |||||||||||
Special meeting fees of Board | 250 | |||||||||||
Meeting fees of a committees of the Board | $ 500 | |||||||||||
Meeting fees of a committees of the Board (percent) | 50.00% | |||||||||||
October 2016 Financing Agreement [Member] | ||||||||||||
Proceeds from private placement | $ 250,000 | |||||||||||
Number of shares called by warrants | 76,925 | |||||||||||
October 2016 Financing Agreement [Member] | Warrant [Member] | ||||||||||||
Number of shares called by warrants | 25,642 | 25,642 | ||||||||||
Description of warrant exercise price | the lesser of (i) 80% of the per share price of the Company’s common stock in a public offering of up to $15 million of its securities (the “Public Offering”), (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing | |||||||||||
Exercise price (in dollars per share) | $ 9.75 | $ 9.75 | ||||||||||
Percentage of per share price of common stock in public offering | 80.00% | |||||||||||
Percentage of unit offering price in public offering | 80.00% | |||||||||||
October 2016 Financing Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Proceeds from private placement | $ 250,000 | $ 250,000 | ||||||||||
October 2016 Financing Agreement [Member] | Subsequent Event [Member] | Warrant [Member] | ||||||||||||
Number of shares called by warrants | 25,642 | 25,642 | ||||||||||
Description of warrant exercise price | exercise price equal to the lesser of (i) 80% of the per share price of Common Stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing | exercise price equal to the lesser of (i) 80% of the per share price of Common Stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing | ||||||||||
Exercise price (in dollars per share) | $ 9.75 | $ 9.75 | ||||||||||
Percentage of per share price of common stock in public offering | 80.00% | 80.00% | ||||||||||
Percentage of unit offering price in public offering | 80.00% | 80.00% | ||||||||||
Debt amendment description | amended the terms of the October Financing, thereby agreeing to issue to the Investor shares of the Company’s common stock, notes and warrants, in exchange for up to $2,000 (an increase of $500) |